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 

    CONTINUING
      UNCONDITIONAL GUARANTY

    


    This
      AMENDED AND RESTATED CONTINUING UNCONDITIONAL GUARANTY dated as of October
      1,
      2008 (the "Guaranty"),
      is
      executed by GFN
      NORTH AMERICA CORP, Delaware
      corporation (the "Guarantor"),
      to
      and for the benefit of LAMINAR
      DIRECT CAPITAL, L.L.C., a
      Delaware limited liability company, in its capacity as collateral agent (the
      "Agent")
      for
      the Lenders under the Investment Agreement (as hereinafter defined), whose
      address is 10000 Memorial Dr., Suite 500 Houston, Texas 70024, and the Lenders
      party to the Investment Agreement. Capitalized terms used but not defined herein
      shall have the meanings assigned in the Investment Agreement.

     

    WHEREAS,
      the Lenders have made certain financial accommodations to Pac-Van, Inc., an
      Indiana corporation (the "Borrower"),
      whose
      address is 2995 South Harding Street, Indianapolis, Indiana 46225, 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;

    


    WHEREAS,
      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 the financial
      accommodations to the Borrower thereunder, the Lenders required that MOAC,
      which
      as of the date thereof was the sole shareholder of the Borrower, 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");
      

    


    WHEREAS,
      Pursuant to the Parent Merger Agreement, MOAC has agreed to consummate a merger
      (the "Parent
      Merger")
      with
      the Guarantor in which the Guarantor will be the surviving corporation and
      as a
      result of which the Guarantor 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 Guaranty and the other
      Loan Documents and (ii) acquire all of the assets of MOAC, including all of
      the
      issued and outstanding Capital Stock of the Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREAS,
      in connection with the transactions contemplated by the Parent Merger Agreement,
      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");
      

    


    WHEREAS,
      as a result of the Parent Merger, the Guarantor has become the parent of the
      Borrower, and desires the Lenders to consent to the Parent Merger and to
      continue to extend credit to the Borrower pursuant to the Investment
      Agreement;

    


    WHEREAS,
      the extension or continued extension of credit, as aforesaid, by the Lenders
      is
      necessary and desirable to the conduct and operation of the business of the
      Borrower and will inure to the financial benefit of the Guarantor;

    


    WHEREAS,
      in connection with the transactions contemplated by the Parent Merger Agreement,
      and as a condition precedent 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 Guarantor affirm its
      obligations under the Original Parent Guaranty for the ratable benefit of the
      Lenders, and in connection therewith the parties wish to fully amend and restate
      the Original Subdebt Parent Guaranty in the form of this Guaranty and
 

    


    WHEREAS,
      this Guaranty is given in replacement of and in substitution for the Original
      Subdebt Parent Guaranty.

    


    NOW,
      THEREFORE, FOR VALUE RECEIVED, it is agreed that the preceding provisions and
      recitals are an integral part hereof and that this Guaranty shall be construed
      in light thereof, and in consideration of advances, credit or other financial
      accommodation heretofore afforded, concurrently herewith being afforded or
      hereafter to be afforded to the Borrower by the Lenders, the Guarantor hereby
      unconditionally and absolutely guarantees to the Lenders or other person paying
      or incurring the same, irrespective of the validity, regularity or
      enforceability of any instrument, writing, arrangement or credit agreement
      relating to or the subject of any such financial accommodation, the prompt
      payment in full of: (a) the Subdebt Obligations in full when due (whether stated
      at maturity, as a mandatory prepayment, by acceleration or otherwise, strictly
      in accordance with the terms thereof, plus
      (b) all
      costs, legal expenses and attorneys’ and paralegals’ fees of every kind
      (including those costs, expenses and fees of attorneys and paralegals who may
      be
      employees of the Lenders, their respective parent or affiliates), paid or
      incurred by the Lenders in endeavoring to collect all or any part of the Subdebt
      Obligations, or in enforcing their rights in connection with any collateral
      therefor, or in enforcing this Guaranty, or in defending against any defense,
      counterclaim, setoff or crossclaim based on any act of commission or omission
      by
      the Lenders with respect to the foregoing indebtedness, any collateral therefor,
      or in connection with any Repayment Claim (as hereinafter defined),
      plus
      (c)
      interest on the foregoing from and after demand from the Agent to the Guarantor
      for payment of the foregoing, at a floating per annum rate of interest equal
      to
      four percent (4.00%) over the Prime Rate (as hereinafter defined) (collectively,
      the "Guaranteed
      Debt").
      In
      addition, the Guarantor hereby unconditionally and absolutely guarantees to
      the
      Lenders the prompt, full and faithful performance and discharge by the Borrower
      of each of the terms, conditions, agreements, representations and warranties
      on
      the part of the Borrower contained in any agreement, or in any modification
      or
      addenda thereto or substitution thereof in connection with any of the Guaranteed
      Debt.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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
      Bank National Association 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 LaSalle Bank National Association. 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.

    


    Guarantor
      hereby represents and warrants to the Agent and each Lender that Guarantor
      has
      not engaged in any activities other than acting as a holding company for the
      Borrower and transactions incidental thereto and holds no assets other than
      all
      of the issued and outstanding capital stock of the Borrower.

     

    Guarantor
      shall not, directly or indirectly, (i) enter into any agreement (including
      any
      agreement for incurrence or assumption of debt, any purchase, sale, lease or
      exchange of any property or the rendering of any service), between itself and
      any other Person (as defined in the Investment Agreement), other than the
      Holdback Note, the Loan
      Documents to which it is a party, the Senior Transaction Documents to which
      it
      is a party or
      as
      otherwise approved by Agent in writing (collectively, the "Guarantor
      Documents"),
      (ii)
      engage in any business or conduct any activity (including the making of any
      investment or payment) or transfer any of its assets, other than the making
      of
      investments in the Borrower existing on the date hereof, the performance of
      its
      obligations under the Guarantor Documents in accordance with the terms thereof
      and the performance of ministerial activities and the payment of taxes and
      administrative fees or (iii) consolidate or merge with or into any other Person
      other than pursuant to the Parent Merger. Guarantor shall preserve, renew and
      keep its existence in full force and effect. The provisions of this paragraph
      shall not preclude Guarantor from engaging in any other activities reasonably
      incidental to its investment in the Borrower.

     

    In
      case
      of any bankruptcy, reorganization, debt arrangement or other proceeding under
      any bankruptcy or insolvency law, any dissolution, liquidation or receivership
      proceeding is instituted by or against either the Borrower or the Guarantor,
      or
      any default by the Guarantor of any of the covenants, terms and conditions
      set
      forth herein, all of the Guaranteed Debt shall, without notice to anyone,
      immediately become due or accrued and shall be payable by the Guarantor. The
      Guarantor hereby expressly and irrevocably: (a) waives, to the fullest extent
      possible, on behalf of itself and its successors and assigns (including any
      surety) and any other person, any and all rights at law or in equity to
      subrogation, reimbursement, exoneration, contribution, indemnification, set
      off
      or to any other rights that could accrue to a surety against a principal, a
      guarantor against a maker or obligor, an accommodation party against the party
      accommodated, a holder or transferee against a maker, or to the holder of a
      claim against any person, and which the Guarantor may have or hereafter acquire
      against any person in connection with or as a result of the Guarantor’s
      execution, delivery and/or performance of this Guaranty, or any other documents
      to which the Guarantor is a party or otherwise; (b) waives any "claim" (as
      such
      term is defined in the United States Bankruptcy Code) of any kind against the
      Borrower, and further agrees that it 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 Guarantor by the Lenders or any
      other person; and (c) acknowledges and agrees (i) that foregoing waivers are
      intended to benefit the Lenders and shall not limit or otherwise affect the
      Guarantor’s liability hereunder or the enforceability of this Guaranty, (ii)
      that the Borrower and its successors and assigns are intended third party
      beneficiaries of the foregoing waivers, and (iii) the agreements set forth
      in
      this paragraph and the Lenders’ rights under this paragraph shall survive
      payment in full of the Guaranteed Debt.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Subject
      to the terms of the Intercreditor Agreement (as defined in the Investment
      Agreement), (a) all
      dividends or other payments received by the Lenders on account of the Guaranteed
      Debt, from whatever source derived, shall be taken and applied by the Agent
      toward the payment of the Guaranteed Debt and in such order of application
      as
      the Agent may, in its sole discretion, from time to time elect
      and (b)
      the
      Agent
      shall have the exclusive right to determine how, when and what application
      of
      payments and credits, if any, whether derived from the Borrower or any other
      source, shall be made on the Guaranteed Debt and such determination shall be
      conclusive upon the Guarantor.

    


    This
      Guaranty shall in all respects be continuing, absolute and unconditional, and
      shall remain in full force and effect with respect to the Guarantor until:
      (i)
      written notice from the Agent to the Guarantor by United States certified mail
      of its discontinuance as to the Guarantor; or (ii) until all Guaranteed Debt
      created or existing before receipt of either such notice shall have been fully
      paid. In the event of the dissolution of the Guarantor, this Guaranty shall
      continue as to all of the Guaranteed Debt theretofore incurred by the Borrower
      even though the Guaranteed Debt is renewed or the time of maturity of the
      Borrower’s obligations is extended without the consent of the successors or
      assigns of the Guarantor.

    


    No
      compromise, settlement, release or discharge of, or indulgence with respect
      to,
      or failure, neglect or omission to enforce or exercise any right against any
      other guarantor shall release or discharge the Guarantor.

    


    The
      Guarantor’s liability under this Guaranty shall in no way be modified, affected,
      impaired, reduced, released or discharged by any of the following (any or all
      of
      which may be done or omitted by the Lenders in their sole discretion, without
      notice to anyone and irrespective of whether the Guaranteed Debt shall be
      increased or decreased thereby): (a) any acceptance by the Lenders of any new
      or
      renewal note or notes of the Borrower, or of any security or collateral for,
      or
      other guarantors or obligors upon, any of the Guaranteed Debt; (b) any
      compromise, settlement, surrender, release, discharge, renewal, refinancing,
      extension, alteration, exchange, sale, pledge or election with respect to the
      Guaranteed Debt, or any note by the Borrower, or with respect to any collateral
      under Section 1111 or take any action under Section 364, or any other section
      of
      the United States Bankruptcy Code, now existing or hereafter amended, or other
      disposition of, or substitution for, or indulgence with respect to, or failure,
      neglect or omission to realize upon, or to enforce or exercise any liens or
      rights of appropriation or other rights with respect to, the Guaranteed Debt
      or
      any security or collateral therefor or any claims against any person or persons
      primarily or secondarily liable thereon; (c) any failure, neglect or omission
      to
      perfect, protect, secure or insure any of the foregoing security interests,
      liens, or encumbrances of the properties or interests in properties subject
      thereto; (d) the granting of credit from time to time by the Lenders to the
      Borrower in excess of the amount, if any, to which the right of recovery under
      this Guaranty is limited (which is hereby expressly authorized); (e) any change
      in the Borrower’s name or the merger of the Borrower into another
      corporation
      effective as of the date hereof);
      (f) any
      act of commission or omission of any kind or at any time upon the part of the
      Lenders with respect to any matter whatsoever, other than the execution and
      delivery by the Agent to the Guarantor of an express written release or
      cancellation of this Guaranty; or (g) the payment in full of the Guaranteed
      Debt. The Guarantor hereby consents to all acts of commission or omission of
      the
      Lenders set forth above and agrees that the standards of good faith, diligence,
      reasonableness and care shall be measured, determined and governed solely by
      the
      terms and provisions hereof.

    


    In
      order
      to hold the Guarantor liable hereunder, there shall be no obligation on the
      part
      of the Lenders, at any time, to resort for payment from the Borrower or to
      anyone else, or to any collateral, security, property, liens or other rights
      and
      remedies whatsoever, all of which are hereby expressly waived by the
      Guarantor.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Guarantor hereby expressly waives diligence in collection or protection,
      presentment, demand or protest or in giving notice to anyone of the protest,
      dishonor, default, or nonpayment or of the creation or existence of any of
      the
      Guaranteed Debt or of any security or collateral therefor or of the acceptance
      of this Guaranty or of extension of credit or indulgences hereunder or of any
      other matters or things whatsoever relating hereto.

    


    The
      Guarantor waives any and all defenses, claims and discharges of the Borrower,
      or
      any other obligor, pertaining to the Guaranteed Debt, except the defense of
      discharge by payment in full. Without limiting the generality of the foregoing,
      the Guarantor will not assert, plead or enforce against the Lenders any defense
      of waiver, release, discharge in bankruptcy, statute of limitations, res
      judicata, statute of frauds, anti-deficiency statute, fraud, incapacity,
      minority, usury, illegality or unenforceability which may be available to the
      Borrower or any other person liable in respect of any of the Guaranteed Debt,
      or
      any setoff available against the Lenders to the Borrower or any such other
      person, whether or not on account of a related transaction. The Guarantor
      expressly agrees that the Guarantor shall be and remain liable for any
      deficiency remaining after foreclosure of any mortgage or security interest
      securing the Guaranteed Debt, whether or not the liability of the Borrower
      or
      any other obligor for such deficiency is discharged pursuant to statute or
      judicial decision.

    


    To
      secure
      payment of the Guaranteed Debt, MOAC entered into a Pledge Agreement dated
      as of
      August 2, 2006 in favor of the Agent. In continuation of such security, and
      in
      replacement of such Pledge Agreement, Guarantor has executed an Amended and
      Restated Pledge Agreement of even date herewith in favor of Agent, and the
      Guarantor thereby and hereby grants to the Lenders a security interest in all
      property of the Guarantor delivered concurrently herewith or which is now,
      or at
      any time hereafter in transit to, or in the possession, custody, or control
      of
      the Lenders, and all proceeds of all such property. The Guarantor agrees that
      the Lenders shall have the rights and remedies of a secured party under the
      Uniform Commercial Code in effect in New York from time to time, with respect
      to
      all of the aforesaid property, including, without limitation thereof, the right
      to sell or otherwise dispose of any such property. The Lenders may, without
      demand or notice of any kind to anyone, apply or set off any balances, credits,
      deposits, accounts, moneys or other indebtedness at any time credited by or
      due
      from the Lenders to the Guarantor against the amounts due hereunder and in
      such
      order of application as the Lenders may from time to time elect. Any
      notification of intended disposition of any property required by law shall
      be
      deemed reasonably and properly given if given in the manner provided by the
      applicable statute. The Guarantor hereby assigns and transfers to the Lenders
      any and all cash, negotiable instruments, documents of title, chattel paper,
      securities, certificates of deposit, deposit accounts other cash equivalents
      and
      other assets of the Guarantor in the possession or control of the Lenders for
      any purpose.

    


    THE
      GUARANTOR WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH
      THE GUARANTOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE LENDERS
      IN
      ENFORCING THIS GUARANTY. AS FURTHER SECURITY, ANY AND ALL DEBTS AND LIABILITIES
      NOW OR HEREAFTER ARISING AND OWING TO THE GUARANTOR BY THE BORROWER, OR TO
      ANY
      OTHER PARTY LIABLE TO THE LENDERS FOR THE GUARANTEED DEBT, ARE HEREBY
      SUBORDINATED TO THE LENDERS’ CLAIMS AND ARE HEREBY ASSIGNED TO THE LENDERS. THE
      GUARANTOR HEREBY AGREES THAT THE GUARANTOR MAY BE JOINED AS A PARTY DEFENDANT
      IN
      ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE PROCEEDING)
      INSTITUTED BY THE LENDERS AGAINST THE BORROWER. THE GUARANTOR AND THE LENDERS,
      AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH
      KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY THE RIGHT TO TRIAL
      BY
      JURY WITH RESPECT TO ANY SUCH LEGAL PROCEEDING IN WHICH THE GUARANTOR AND THE
      LENDERS ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE
      LENDERS GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER AND ACCEPTING
      THIS
      GUARANTY.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Should
      a
      claim (a "Repayment
      Claim")
      be
      made upon the Lenders at any time for repayment of any amount received by the
      Lenders in payment of the Guaranteed Debt, or any part thereof, whether received
      from the Borrower, the Guarantor pursuant hereto, or received by the Lenders
      as
      the proceeds of collateral, by reason of: (i) any judgment, decree or order
      of
      any court or administrative body having jurisdiction over the Lenders or any
      of
      its property; or (ii) any settlement or compromise of any such Repayment Claim
      effected by the Lenders, in their sole discretion, with the claimant (including
      the Borrower), the Guarantor shall remain liable to the Lenders for the amount
      so repaid to the same extent as if such amount had never originally been
      received by the Lenders, notwithstanding any termination hereof or the
      cancellation of any note or other instrument evidencing any of the Guaranteed
      Debt.

    


    The
      Lenders may, without notice to anyone, sell or assign the Guaranteed Debt,
      or
      any part thereof, or grant participations therein, and in any such event each
      and every immediate or remote assignee or holder of, or participant in, all
      or
      any of the Guaranteed Debt shall have the right to enforce this Guaranty, by
      suit or otherwise for the benefit of such assignee, holder, or participant,
      as
      fully as if herein by name specifically given such right herein, but the Agent
      shall have an unimpaired right, prior and superior to that of any such assignee,
      holder or participant, to enforce this Guaranty for the benefit of the Lenders,
      as to any part of the Guaranteed Debt retained by the Lenders.

    


    Unless
      and until all of the Guaranteed Debt has been paid in full, no release or
      discharge of any other person, whether primarily or secondarily liable for
      and
      obligated with respect to the Guaranteed Debt, or the institution of bankruptcy,
      receivership, insolvency, reorganization, dissolution or liquidation proceedings
      by or against the Guarantor or any other person primarily or secondarily liable
      for and obligated with respect to the Guaranteed Debt, or the entry of any
      restraining or other order in any such proceedings, shall release or discharge
      the Guarantor, or any other guarantor of the indebtedness, or any other person,
      firm or corporation liable to the Lenders for the Guaranteed Debt.

    


    All
      references herein to the Borrower and to the Guarantor, respectively, shall
      be
      deemed to include any successors or assigns, whether immediate or remote, to
      such corporation.

    


    If
      this
      Guaranty contains any blanks when executed by the Guarantor, the Agent is hereby
      authorized, without notice to the Guarantor, to complete any such blanks
      according to the terms upon which this Guaranty is executed by the Guarantor
      and
      is accepted by the Agent.

    


    This
      Guaranty has been delivered to the Agent at its offices in Houston, Texas and
      the rights, remedies and liabilities of the parties shall be construed and
      determined in accordance with the laws of the State of New York.

    


    TO
      INDUCE
      THE LENDERS TO GRANT FINANCIAL ACCOMMODATIONS TO THE BORROWER, THE GUARANTOR
      IRREVOCABLY AGREES THAT ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY AS A RESULT
      OR IN CONSEQUENCE OF THIS GUARANTY SHALL BE INSTITUTED AND LITIGATED ONLY IN
      COURTS HAVING SITUS IN THE CITY OF NEW YORK, NEW YORK. THE GUARANTOR HEREBY
      CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
      LOCATED AND HAVING ITS SITUS IN NEW YORK, NEW YORK, AND WAIVES ANY OBJECTION
      BASED ON FORUM NON CONVENIENS. THE GUARANTOR HEREBY WAIVES PERSONAL SERVICE
      OF
      ANY AND ALL PROCESS, AND CONSENTS TO THE SERVICE OF PROCESS BY CERTIFIED MAIL,
      RETURN RECEIPT REQUESTED, DIRECTED TO THE GUARANTOR AT THE ADDRESS INDICATED
      IN
      THE AGENT’S RECORDS IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW, RULE OF
      COURT OR OTHERWISE. FURTHERMORE, THE GUARANTOR WAIVES ALL NOTICES AND DEMANDS
      IN
      CONNECTION WITH THE ENFORCEMENT OF THE LENDERS’ RIGHTS HEREUNDER, AND HEREBY
      CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE, WITH OR WITHOUT CONSIDERATION,
      OF
      THE BORROWER OR ANY OTHER PERSON RESPONSIBLE FOR PAYMENT OF THE GUARANTEED
      DEBT,
      OR OF ANY COLLATERAL THEREFOR.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Wherever
      possible each provision of this Guaranty shall be interpreted in such manner
      as
      to be effective and valid under applicable law, but if any provision of this
      Guaranty 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
      Guaranty.

    


    It
      is
      agreed that the Guarantor’s liability is independent of any other guaranties at
      any time in effect with respect to all or any part of the Guaranteed Debt,
      and
      that the Guarantor’s liability hereunder may be enforced regardless of the
      existence of any such other guaranties.

    


    No
      delay
      on the part of the Agent in the exercise of any right or remedy shall operate
      as
      a waiver thereof, and no single or partial exercise by the Agent of any right
      or
      remedy shall preclude other or further exercise thereof, or the exercise of
      any
      other right or remedy. No modification, termination, discharge or waiver of
      any
      of the provisions hereof shall be binding upon the Agent, except as expressly
      set forth in a writing duly signed and delivered on behalf of the
      Agent.

    


    The
      execution, delivery and performance of this Guaranty by the Guarantor are within
      the corporate powers of the Guarantor, have been duly authorized by all
      necessary corporate action on the part of the Guarantor and do not and will
      not
      (i) require any consent or approval of the board of directors or
      stockholders of
      the
      Guarantor which has not been obtained, (ii) violate any provision of the
      articles of incorporation or bylaws of the Guarantor or of any law, rule,
      regulation, order, writ, judgment, injunction, decree, determination or award
      presently in effect having applicability to the Guarantor; (iii) require the
      consent or approval of, or filing or registration with, any governmental body,
      agency or authority, (iv)
      result in a breach of or constitute a default under, or (v)
      result
      in
      the imposition of any lien, charge or encumbrance upon any property of the
      Guarantor pursuant to, any indenture or other agreement or instrument under
      which the Guarantor is a party or by which it or any of its properties may
      be
      bound or affected
      other
      than liens, charges and encumbrances arising under the Loan
      Documents.
      The
      officer or officers executing
      and delivering this Guarantor for and on behalf of the Guarantor, is/are duly
      authorized to so act. The Lenders, in extending financial accommodations to
      the
      Borrower, are expressly acting and relying upon the aforesaid representations
      and warranties.

    


    This
      Guaranty: (i) is valid, binding and enforceable in accordance with its
      provisions, and no conditions exist to the legal effectiveness of this Guaranty
      as to the Guarantor; (ii) contains the entire agreement between the Guarantor
      and the Lenders; (iii) is the final expression of their intentions; and (iv)
      supersedes all negotiations, representations, warranties, commitments, offers,
      contracts (of any kind or nature, whether oral or written) prior to or
      contemporaneous with the execution hereof. No prior or contemporaneous
      representations, warranties, understandings, offers or agreements of any kind
      or
      nature, whether oral or written, have been made by the Lenders or relied upon
      by
      the Guarantor in connection with the execution hereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    The
      term
      "Guarantor" as used herein shall mean all parties signing this Guaranty, and
      the
      provisions hereof shall be binding upon the Guarantor, and each one of them,
      and
      all such parties, their respective successors and assigns shall be jointly
      and
      severally obligated hereunder. This Guaranty shall inure to the benefit of
      the
      Lenders and their successors and assigns.

    


    IN
      WITNESS WHEREOF, the Guarantor has executed and delivered this Continuing
      Unconditional Guaranty as of the date set forth above.

    

      
        	
                GFN
                  NORTH AMERICA CORP.,

              
	
                a
                  Delaware corporation

              
	 	 
	
                By:

              	
                /s/
                  John O. Johnson

              
	
                Name:

              	
                John
                  O. Johnson

              
	
                Title:

              	
                Chief
                  Operating Officer