Contract
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 "SENIOR
DEBT SUBORDINATION AGREEMENT")
DATED
AS OF OCTOBER 1, 0000 XXXXX XXX XXXXX XXXXXXX CORP., D.E. SHAW LAMINAR
PORTFOLIOS, L.L.C. 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 SENIOR DEBT SUBORDINATION
AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF,
IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SENIOR DEBT
SUBORDINATION AGREEMENT.
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 "JUNIOR
DEBT SUBORDINATION AGREEMENT")
DATED
AS OF OCTOBER 1, 0000 XXXXX XXX XXXXX XXXXXXX CORP., D.E. SHAW LAMINAR
PORTFOLIOS, L.L.C. PAC-VAN, INC. (THE "COMPANY")
AND
LAMINAR DIRECT CAPITAL, L.L.C. (TOGETHER WITH ITS SUCCESSORS AND ASSIGNS, THE
"SUBORDINATED
AGENT"),
TO
THE INDEBTEDNESS (INCLUDING INTEREST) OWED BY THE COMPANY PURSUANT TO THAT
CERTAIN AMENDED AND RESTATED INVESTMENT AGREEMENT DATED AS OF OCTOBER 1, 2008,
AMONG THE COMPANY, THE SUBORDINATED AGENT AND THE SUBORDINATED LENDERS FROM
TIME
TO TIME PARTY THERETO (THE "INVESTMENT
AGREEMENT"),
AND
THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE INVESTMENT AGREEMENT) AS SUCH
INVESTMENT 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 JUNIOR DEBT
SUBORDINATION AGREEMENT; AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE
HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE JUNIOR DEBT
SUBORDINATION AGREEMENT.
CONTINUING
UNCONDITIONAL GUARANTY
This
CONTINUING UNCONDITIONAL GUARANTY dated as of October 1, 2008 (the "Guaranty"),
is
executed by PAC-VAN,
INC., an
Indiana corporation
(the "Guarantor"),
to
and for the benefit of D.E.
SHAW CAPITAL PORTFOLIOS, L.L.C., a
Delaware limited liability company ("Holder").
WHEREAS,
the
Guarantor, GFNA North America Corp. ("GFNA") and the Holder (in its capacity
as
a stockholder of Mobile Office Acquisition Corp. ("MOAC"))
are
parties to that certain Agreement and Plan of Merger, dated as of July 28,
2008
(the "Merger Agreement"), pursuant to which MOAC is merging with and into the
GFNA effective as of the date of this Agreement. Pursuant to Section 2.1 of
the
Merger Agreement, GFNA has
issued to Holder that certain 8% Subordinated Promissory Note dated as of the
date hereof in the aggregate principal amount of $1,500,000
(the
"Note"),
which
Note, together with cash and shares of restricted common stock of General
Finance Corporation, a Delaware corporation, in the amounts determined in
accordance with Section 2.1 of the Merger Agreement, constitute the merger
consideration to be received by the Holder under the Merger Agreement in
exchange for the cancellation of the Holders shares of stock in MOAC.
WHEREAS,
the Guarantor is a wholly owned subsidiary of GFNA and desires the Holder to
extend credit to GFNA and accept partial merger consideration in the form of
the
Note, and Holder has required that Guarantor execute and deliver this Guaranty
to the Holder as a condition to such extension and continuation of credit by
Holder in the form of the Note; and
WHEREAS,
the extension or continued extension of credit, as aforesaid, by the Holder
is
necessary and desirable to the conduct and operation of the business of GFNA
and
the Guarantor and will inure to the financial benefit of the
Guarantor.
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 GFNA by the Holder, the Guarantor hereby
unconditionally and absolutely guarantees to the Holder 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 Note Obligations (as hereinafter defined) 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 Holder, its parent or affiliates), paid or incurred by the
Holder in endeavoring to collect all or any part of the Note 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 Holder
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 Holder 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
Holder the prompt, full and faithful performance and discharge by GFNA of each
of the terms, conditions, agreements, representations and warranties on the
part
of GFNA contained in any agreement, or in any modification or addenda thereto
or
substitution thereof in connection with any of the Guaranteed Debt.
Certain
Defined Terms:
As
used
herein the following terms have the meanings set forth below:
"Debtor
Relief Laws"
means
the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.
"Note
Obligations"
shall
mean all
advances to, and debts, liabilities, fees, commissions, obligations, covenants
and duties of, GFNA arising under the Note or otherwise with respect to the
Note, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
any Holder or any affiliate thereof of any proceeding under any Debtor Relief
Laws naming Holder or such affiliate as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such
proceeding.
"Person"
means
any individual, sole proprietorship, partnership, joint venture, limited
liability company, trust, unincorporated organization, association, corporation,
institution, entity or government (whether national, Federal, state, county,
city, municipal or otherwise, including, without limitation, any
instrumentality, division, agency, body or department thereof).
"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
(or
any successor thereto) 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 (or any successor thereof). The
Holder 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
shall not, directly or indirectly, except in each case as expressly permitted
by
the Loan Agreement and the Investment Agreement (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, (ii) engage in any business or conduct
any
activity (including the making of any investment or payment) or transfer any
of
its assets or (iii) consolidate or merge with or into any other Person.
Guarantor shall preserve, renew and keep its existence in full force and effect.
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 GFNA 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 GFNA,
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 Holder or any other person; and
(c) acknowledges and agrees (i) that foregoing waivers are intended to benefit
the Holder and shall not limit or otherwise affect the Guarantor’s liability
hereunder or the enforceability of this Guaranty, (ii) that GFNA 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 Holder’
rights under this paragraph shall survive payment in full of the Guaranteed
Debt.
Subject
to the terms of each of the Senior Debt Subordination Agreement and the Junior
Debt Subordination Agreement, (a) all
dividends or other payments received
by the Holder on account of the Guaranteed Debt, from whatever source derived,
shall be taken and applied by the Holder toward the payment of the Guaranteed
Debt and in such order of application as Holder may, in its sole discretion,
from time to time elect
and (b)
Holder
shall
have the exclusive right to determine how, when and what application of payments
and credits, if any, whether derived from GFNA 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 Holder 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 GFNA even
though the Guaranteed Debt is renewed or the time of maturity of GFNA’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 Holder in its sole discretion, without
notice to anyone and irrespective of whether the Guaranteed Debt shall be
increased or decreased thereby): (a) any acceptance by the Holder of any new
or
renewal note or notes of GFNA, 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 GFNA, 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 Holder to GFNA 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 GFNA’s name or the
merger of GFNA into another corporation;
(f) any
act of commission or omission of any kind or at any time upon the part of the
Holder with respect to any matter whatsoever, other than the execution and
delivery by the Holder 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
Holder 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 Holder, at any time, to resort for payment from GFNA 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 GFNA, 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 Holder 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 GFNA
or any other person liable in respect of any of the Guaranteed Debt, or any
setoff available against the Holder to GFNA 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 GFNA or any other obligor for such deficiency
is
discharged pursuant to statute or judicial decision.
The
Holder 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 Holder to the Guarantor against the amounts due
hereunder and in such order of application as the Holder 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 WAIVES EVERY DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH
THE GUARANTOR MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE HOLDER
IN
ENFORCING THIS GUARANTY. ANY AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER
ARISING AND OWING TO THE GUARANTOR BY GFNA, OR TO ANY OTHER PARTY LIABLE TO
THE
HOLDER FOR THE GUARANTEED DEBT, ARE HEREBY SUBORDINATED TO THE HOLDER’S CLAIMS
AND ARE HEREBY ASSIGNED TO THE HOLDER. 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 HOLDER AGAINST
GFNA. THE GUARANTOR AND THE HOLDER, 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 HOLDER ARE ADVERSE PARTIES.
THIS PROVISION IS A MATERIAL INDUCEMENT TO THE HOLDER GRANTING ANY FINANCIAL
ACCOMMODATION TO GFNA AND ACCEPTING THIS GUARANTY.
Should
a
claim (a "Repayment
Claim")
be
made upon the Holder at any time for repayment of any amount received by the
Holder in payment of the Guaranteed Debt, or any part thereof, whether received
from GFNA, the Guarantor pursuant hereto, or received by the Holder as the
proceeds of collateral, by reason of: (i) any judgment, decree or order of
any
court or administrative body having jurisdiction over the Holder or any of
its
property; or (ii) any settlement or compromise of any such Repayment Claim
effected by the Holder, in their sole discretion, with the claimant (including
GFNA), the Guarantor shall remain liable to the Holder for the amount so repaid
to the same extent as if such amount had never originally been received by
the
Holder, notwithstanding any termination hereof or the cancellation of any note
or other instrument evidencing any of the Guaranteed Debt.
The
Holder 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 Holder 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 Holder,
as to any part of the Guaranteed Debt retained by the Holder.
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 Holder for the Guaranteed Debt.
All
references herein to GFNA 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 Holder 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 Holder.
This
Guaranty has been delivered to the Holder 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 HOLDER TO GRANT FINANCIAL ACCOMMODATIONS TO GFNA, 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
HOLDER’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 HOLDER’ RIGHTS HEREUNDER, AND HEREBY
CONSENTS TO, AND WAIVES NOTICE OF THE RELEASE, WITH OR WITHOUT CONSIDERATION,
OF
GFNA 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 Holder in the exercise of any right or remedy shall operate
as a waiver thereof, and no single or partial exercise by the Holder 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 Holder,
except as expressly set forth in a writing duly signed and delivered on behalf
of the Holder.
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 Holder, in extending financial accommodations to
GFNA,
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 Holder; (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 Holder 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
Holder 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.
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PAC-VAN,
INC.,
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an
Indiana corporation
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By:
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/s/
Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxxx
X. Xxxxxxxxx
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Title:
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President
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