or similar
proceeding or as a result of the appointment of a receiver, intervenor or
conservator of, or trustee or similar officer for, Pac-Van, GFN, any Obligor or
any substantial part of its property, or otherwise, all as though such payment
had not been made.
18
28.
Legends.
Until the termination of this Agreement, each
Subordinated Lender will cause to be clearly, conspicuously and prominently
inserted on the face of the Guaranty, as well as any renewals or replacements
thereof, the following legend:
"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 (THE "SUBORDINATION AGREEMENT") DATED JULY 16, 2010
AMONG PAC-VAN, INC., AN INDIANA CORPORATION
("PAC-VAN"), GFN NORTH AMERICA
CORP., A DELAWARE CORPORATION ("GFN") AND PNC BANK, NATIONAL ASSOCIATION
(TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE "SENIOR AGENT"), TO THE
INDEBTEDNESS (INCLUDING INTEREST) OWED BY PAC-VAN, GFN AND/OR ANY OTHER OBLIGOR
PURSUANT TO THAT CERTAIN REVOLVING CREDIT AND SECURITY AGREEMENT, DATED JULY 16,
2010 AMONG PAC-VAN, THE OTHER BORROWERS (AS DEFINED THEREIN) FROM TIME TO TIME
PARTY THERETO, GFN, THE OTHER GUARANTORS (AS DEFINED THEREIN) FROM TIME TO TIME
PARTY THERETO, THE SENIOR AGENT, THE TRUST (AS DEFINED THEREIN) AND THE LENDERS
FROM TIME TO TIME PARTY THERETO, AND THE OTHER DOCUMENTS (AS DEFINED IN THE
SENIOR CREDIT AGREEMENT) AS SUCH CREDIT AGREEMENT AND OTHER 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."
Pac-Van's and GFN's books shall be marked to evidence the subordination of all
of the Subordinated Indebtedness to the holders of Senior Indebtedness, in
accordance with the terms of this Agreement.
Each Senior Lender is authorized
to examine such books from time to time in accordance with the terms of the
Senior Credit Agreement and to make any notations required by this Agreement.
29.
Governing Law.
THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT
OF LAWS PRINCIPLES.
PAC-VAN, GFN, THE SUBORDINATED AGENT AND THE SUBORDINATED
LENDERS HEREBY AGREE THAT ALL ACTIONS OR PROCEEDINGS INITIATED BY THE COMPANY,
THE SUBORDINATED AGENT OR THE SUBORDINATED LENDERS AND ARISING DIRECTLY OR
INDIRECTLY OUT OF THIS AGREEMENT SHALL BE LITIGATED IN A COURT SITTING IN THE
STATE OF NEW YORK, BOROUGH OF MANHATTAN OR, IF ANY SENIOR LENDER INITIATES SUCH
ACTION, IN ADDITION TO THE FOREGOING COURTS, ANY COURT IN WHICH SUCH SENIOR
LENDER SHALL INITIATE SUCH ACTION, TO THE EXTENT SUCH COURT HAS
JURISDICTION.
THE COMPANY AND THE SUBORDINATED LENDERS EACH HEREBY EXPRESSLY
SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED BY ANY SENIOR LENDER AND HEREBY