hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.
(g)
Any Lender may make an assignment to any Person as provided for
herein provided that (i) such Assignment is made in compliance with the
Securities Act and any applicable state securities laws, (ii) such Lender has
provided the Borrower with such information as to such Transferee's compliance
with applicable securities laws as reasonably may be requested by the
Borrower.
The Borrower shall cooperate in connection with any such Transfer
including providing such information to any Lender or such Lender's proposed
Transferee as, in the reasonable opinion of counsel to the transferor, may be
necessary to satisfy the requirements of Rule 144A of the Securities Act in
connection with any Transfer to a "Qualified Institutional Buyer" under such
rule.
Upon any Transfer, the Transferee shall, to the extent of such Transfer,
be entitled to exercise the rights of the Lender making such Transfer and shall
thereunder be deemed a "Lender" under this Agreement.
(h)
Upon original issuance, and until such time as the same is no
longer required under the applicable requirements of the Securities Act, each
Note (and all securities issued in exchange therefor or substitution thereof)
shall bear the following legend:
"THIS NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR QUALIFIED PURSUANT TO ANY
APPLICABLE STATE SECURITIES LAW.
THIS NOTE MAY BE RESOLD ONLY IF REGISTERED
PURSUANT TO THE PROVISIONS OF THE ACT AND QUALIFIED PURSUANT TO APPLICABLE STATE
SECURITIES LAWS OR IF AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS
AVAILABLE, EXCEPT UNDER CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION,
QUALIFICATION NOR EXEMPTION IS REQUIRED BY LAW.
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 JULY 16, 2010, THE "SUBORDINATION
AGREEMENT") BY AND AMONG GENERAL FINANCE CORPORATION (THE
51
"COMPANY"), UNION BANK (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE "SENIOR
LENDER"), AND LAMINAR DIRECT CAPITAL, L.L.C., TO THE INDEBTEDNESS (INCLUDING
ACCRUED INTEREST) OWED BY THE COMPANY PURSUANT TO THAT CERTAIN COMMERCIAL CREDIT
AGREEMENT DATED AS OF MARCH 28, 2008 BY AND BETWEEN THE COMPANY, AND THE SENIOR
LENDERS, AND THE OTHER DOCUMENTS RELATED THERETO AS SUCH LOAN AGREEMENT AND
OTHER DOCUMENTS HAVE BEEN AMENDED AND MAY BE FURTHER 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.
The Borrower shall, from time to time at the request of any Lender, execute and
deliver to such Lender or to such party or parties as such Lender may designate,
all further instruments as may in such Lender's reasonable opinion be necessary
or advisable to give full force and effect to any Transfer and shall