EX-10.4 5 exh_104.htm MATERIAL CONTRACTS Blueprint
 
EXHIBIT 10.4
 
*** Text Omitted and Filed
Separately Confidential Treatment
Requested Under 17 C.F.R. 24b-2
 
 
EXECUTION VERSION
 
 
SECURITIES PURCHASE AGREEMENT
 
by and among
 
BISON CAPITAL PARTNERS V, L.P.,
 
 
 
GENERAL FINANCE CORPORATION,
 
GFN U.S. AUSTRALASIA HOLDINGS, INC.,
 
GFN ASIA PACIFIC HOLDINGS PTY LTD.,
 
GFN ASIA PACIFIC FINANCE PTY LTD.,
 
 
 
and
 
The Other Parties Named Herein
 
 
 
US$26,000,000 Principal Amount
Secured Senior Convertible Promissory Note
 
US$54,000,000 Principal Amount
Secured Senior Promissory Note
 
  
 
Dated as of July 13, 2017
 
 
SMRH:483440422.2
 
 
 
 
 
 
 
TABLE OF CONTENTS
 
  Page
 
 
 
 
 
 
 
 
 
 
9.7 
9.9 
 
 
 
 
 
 
 
 
 
SMRH:483440422.2
 
 
 
 
 
 
 
EXHIBITS
 
A
 
Convertible Note
 
B
 
Senior Note
 
C
 
[Reserved]
 
D
 
Additional Australian Agreement
 
E
 
Board Observer Agreement
 
F
 
Guaranty
 
G
 
Pledge Agreement
 
H
 
Registration Rights Agreement
 
I
 
Bidder’s Statement
 
J
 
Bid Implementation Agreement
 
K
 
CHESS Agreement
 
L
 
Compliance Certificate
 
M
 
Form of Charter Amendment
 
N
 
Deutsche Bank Commitment Letter
 
O
 
Syndicated Facility Agreement
 
 
 
 
 
 
DISCLOSURE SCHEDULES
 
See attached
 
SMRH:483440422.2
 
 
 
 
 
 
 
THIS SECURITIES PURCHASE AGREEMENT is entered into as of July 13, 2017 (this "Agreement"), by and among BISON CAPITAL PARTNERS V, L.P., a Delaware limited partnership (the "Purchaser"), on the one hand, and GENERAL FINANCE CORPORATION, a Delaware corporation ("GFN"), GFN ASIA PACIFIC HOLDINGS PTY LTD., an Australian corporation (the “Company” or “Holdings”), GFN ASIA PACIFIC FINANCE PTY LTD., an Australian corporation (“Finance”), and GFN U.S. AUSTRALASIA HOLDINGS, INC., a Delaware corporation (“GFN (US)”), on the other hand.
 
R E C I T A L S
 
A.           The Issuers desire to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Issuers, on the terms and subject to the conditions set forth herein, (a) a Secured Senior Convertible Promissory Note in the aggregate principal amount of US$26,000,000 in substantially the form attached hereto as Exhibit A (the “Convertible Note”), and (b) a Secured Senior Promissory Note in the aggregate principal amount of US$54,000,000 in substantially the form attached hereto as Exhibit B (the “Senior Note” and together with the Convertible Note, the “Notes”).
 
B.           As an inducement to the Purchaser to purchase the Notes being sold by the Issuers hereunder, (a) Guarantors and Additional Guarantors are providing a Guarantee of the Notes as set forth in the attached Guaranty and Additional Australian Agreement, (b) GFN, as the issuer of Common Stock (defined below) upon any conversion of the Convertible Note, is a party hereto and will be a party to the Convertible Note, and (c) the Pledgors and Additional Pledgors will pledge certain shares and equity securities as security for the obligations under the Notes as provided in each Pledge Agreement and each Additional Australian Agreement.
 
 
A G R E E M E N T
 
In consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, on the terms and subject to the conditions set forth in this Agreement, the parties agree as follows:
 
1.
DEFINITIONS; DETERMINATIONS.
 
1.1 Definitions
 
. For the purpose of this Agreement, the following capitalized terms shall have the meanings set forth below (unless otherwise specified, the plural shall mean the singular and vice versa):
 
100% Acquisition State” means that the Company and GFN (US) together hold all Relevant Interests in all of the Capital Stock in Royal Wolf Holdings.
 
100% Acquisition State Date” means the day that the 100% Acquisition State is first met.
 
100% Acquisition State Failure” has the meaning set forth in Section 9.21.
 
AAA” shall have the meaning set forth in Section 15.13(a).
 
Additional Guarantors” shall mean GFN (US), Holdings and Finance and any other Person that is or becomes obligated under an Additional Australian Agreement.
 
Additional Pledgors” shall mean GFN (US), Holdings, and, following completion of the Bid, Finance.
 
Additional Australian Agreement” means each Australian law governed general security deed in substantially the form(s) attached hereto as Exhibit D as the same may be amended, restated, supplemented, modified, renewed, refinanced or restructured from time to time.
 
"Affiliate" shall mean, when used with reference to any specified Person, (i) any other Person that, directly or indirectly, owns or controls, or has the right to acquire, whether beneficially or of record, or as a trustee, guardian or other fiduciary (other than a commercial bank or trust company), 25% or more of the Capital Stock of such specified Person having ordinary voting power in the election of directors of such specified Person, (ii) any other Person that, directly or indirectly, controls, is controlled by, is under direct or indirect common control with or is included in the Immediate Family of, such specified Person or any Affiliate of such specified Person, and (iii) any executive officer, director, joint venturer, partner or member of such specified Person or any Person included in the Immediate Family of any of the foregoing. For the purposes of this definition, "control", when used with respect to any specified Person, shall mean the power to direct or cause the direction of management or policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative of the foregoing. Notwithstanding the foregoing, for the purposes of this Agreement and the Related Agreements, neither the Purchaser nor any of its Affiliates, officers, directors, partners or employees shall be deemed to be Affiliates of any member of the Company Group or of any Affiliate of any member of the Company Group.
 
"Agreement" shall mean this Agreement, including the Exhibits and Schedules, in each case as amended, supplemented or otherwise modified from time to time.
 
Ancillary Agreement” shall mean any agreement, deed or legal instrument that is entered into under or pursuant to the terms of the Security Trust Deed, the Australian General Security Deed or the NZ General Security Deed, any document or agreement that amends, supplements, replaces or novates any of the foregoing and any document that is designated as a “Security Document” in writing by the Security Trustee and Royal Wolf Holdings.
 
"ANZ" shall mean Australia and New Zealand Banking Group Limited (ABN 11 005 357 522).
 
"ANZ Bank NZ" shall mean ANZ Bank New Zealand Limited (NZCN 35976).
 
"ANZ Credit Documents" shall mean (i) the ANZ Multicurrency Facility Agreement dated May 8, 2014, as amended by that certain amendment to the ANZ Multicurrency Facility Agreement dated June 30, 2015, and among Royal Wolf Trading and Royalwolf Trading NA (as Initial Borrowers), each party listed in Schedule 1 thereto (as a Guarantor and Obligor), and each of the ANZ Entities (each as Financiers), as amended by that certain Second Variation Deed dated December 15, 2016, and (ii) the Royal Wolf Common Terms Deed Poll dated May 7, 2014, as amended by that certain amendment to the Royal Wolf Common Terms Deed Poll dated June 30, 2015, as amended by that certain amendment to the Royal Wolf Common Terms Deed Poll dated December 15, 2016, and given by Royal Wolf Trading and Royalwolf Trading NZ (as Initial Borrowers) and each party listed in Schedule 2 (as an Initial Guarantor) in favor of each Finance Party named therein; in each case as such documents may be amended, restated, supplemented, modified, renewed, refinanced or restructured (in the case of the ANZ Multicurrency Facility Agreement, solely with any ANZ Entity) from time to time.
 
"ANZ Entities" shall mean ANZ and ANZ Bank NZ.
 
"Applicable Laws" shall mean (i) the applicable provisions of all constitutions, treaties, statutes, laws, rules, regulations and ordinances of any Governmental Authority, (ii) any Consents of any Governmental Authority and (iii) any orders, decisions, rulings, judgments or decrees of any Governmental Authority.
 
Arbitrator” shall have the meaning specified in Section 15.13(b).
 
"Assignee" shall have the meaning set forth in Section 15.4.
 
"Australian Dispute" shall have the meaning set forth in Section 15.12(e).
 
"Australian Dollars" or "AU$" shall mean the lawful money of the Commonwealth of Australia.
 
Australian General Security Trust Deed” shall mean that certain Australian General Security Deed dated on or about the Effective Date among Royal Wolf Holdings, Royal Wolf Trading, Royal Wolf Kookaburra and the Security Trustee.
 
Authorization” means any authorization, consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with a Governmental Authority or required by law including, without limitation, any planning approval and any consent or authorization regarded as given by a Governmental Authority due to the expiration of the period specified by a statute within which the Governmental Authority should have acted if it wished to proscribe or limit anything already lodged, registered or notified under that statute.
 
"Bankruptcy Law" shall mean Title 11 of the United States Code (11 U.S.C. Section 101 et seq.) or any similar federal or state law for the relief of debtors, as amended from time to time.
 
"Bidder's Statement" shall have the meaning set forth in Section 7.18.
 
"Board" or "Board of Directors" shall mean, with respect to any Person, the board of directors (or similar governing body) of such Person.
 
Board Observer Agreement” in substantially the form attached hereto as Exhibit E as the same may be amended, restated, supplemented, modified, renewed, refinanced or restructured from time to time.
 
"Business Day" shall mean any day except Saturday, Sunday and any day which either is a legal holiday under the laws of the State of California or is a day on which banking institutions located in such state are authorized or obligated to close.
 
Buy Out Letter Costs” shall have the meaning specified in Section 11.2(a)(iv).
 
"Capital Expenditures" shall mean, with respect to a Person, with respect to any period, the aggregate of all expenditures (whether paid in cash or accrued) of such Person and its Subsidiaries made during such period, including all Capital Lease Obligations, for property, plant and equipment (other than repairs), other fixed assets and improvements, or for replacements, substitutions or additions thereto, that are required to be capitalized on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP (if such Person is a U.S. entity) or IFRS (if such Person is not a U.S. entity).
 
"CapEx Cap" shall have the meaning set forth in Section 10.15(a).
 
"CapEx Roll Amount" shall have the meaning set forth in Section 10.15(a).
 
"Capital Expenditure Deficiency" shall have the meaning set forth in Section 10.15(a).
 
"Capital Lease Obligations" shall mean, with respect to a Person, any obligations of such Person and its Subsidiaries under all leases of real or personal property that are required to be recorded as a capitalized lease on the consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP (if such Person is a U.S. entity) or IFRS (if such Person is not a U.S. entity).
 
"Capital Stock" shall mean, with respect to any Person, (i) if such Person is a corporation, any and all shares of capital stock or other equity interests of such Person, (ii) if such Person is a limited liability company, any and all membership interests or other equity interests, or (iii) if such Person is a partnership or other entity, any and all partnership interests or other equity interests.
 
"CBA" means Commonwealth Bank of Australia (ABN 48 123 123 124).
 
"CBA Credit Documents" shall mean (i) the CBA Multicurrency Facility Agreement dated May 8, 2014, as amended by that certain amendment to the CBA Multicurrency Facility Agreement dated June 30, 2015, and among Royal Wolf Trading and Royalwolf Trading NZ (as Initial Borrowers), each party listed in Schedule 1 thereto (as a Guarantor and Obligor), and CBA (as Financier), and as amended by that certain Second Variation Deed dated December 15, 2016, and (ii) the Royal Wolf Common Terms Deed Poll dated May 7, 2014, as amended by that certain amendment to the Royal Wolf Common Terms Deed Poll dated June 30, 2015 and as amended by that certain amendment to the Royal Wolf Common Terms Deed Poll dated December 15, 2016, and given by Royal Wolf Trading and Royalwolf Trading NZ (as Initial Borrowers) and each party listed in Schedule 2 thereof (as an Initial Guarantor) in favor of each Finance Party named therein; in each case as such documents may be amended, restated, supplemented, modified, renewed, refinanced or restructured (in the case of the CBA Multicurrency Facility Agreement, solely with CBA) from time to time.
 
"Change in Control" shall have the meaning set forth in Section 5 of the Notes.
 
CHESS Agreement” shall have the meaning specified in Section 7.19.
 
"Closing" shall have the meaning specified in Section 2.2.
 
"Closing Date" shall have the meaning specified in Section 2.2.
 
Closing Fee” shall have the meaning specified in Section 7.2.
 
"Code" shall have the meaning specified in Section 3.17(c).
 
Co-Issuer” and “Co-Issuers” shall have the meanings specified in Section 15.18.
 
"Collateral" shall mean the collateral under the Collateral Documents, however defined.
 
"Collateral Documents" shall mean, collectively, the Pledge Agreements, the Additional Australian Agreements, the CHESS Agreements, and all other agreements, instruments and documents delivered from time to time in connection therewith or otherwise to secure the Obligations to the Purchaser or any other obligations of the Company Group under this Agreement, the Notes or any other Related Agreement, in each case as amended, restated, supplemented or otherwise modified from time to time.
 
"Common Stock" shall mean the common stock, $0.0001 par value per share, of GFN.
 
"Company" shall have the meaning set forth in the preamble.
 
Company Group” means GFN, GFN (US), Holdings, Finance, the Guarantors, and the Additional Guarantors.
 
"Compliance Certificate" shall have the meaning set forth in Section 9.2(k).
 
"Consent" shall mean any consent, approval, authorization, waiver, permit, grant, franchise, license, exemption or order of, any registration, certificate, qualification, declaration or filing with, or any notice to, any Person, including, without limitation, any Governmental Authority.
 
"Contingent Obligations" shall mean, with respect to any Person, any obligation, direct or indirect, contingent or otherwise, of such Person (i) with respect to any Indebtedness or other obligation of another Person, including, without limitation, any direct or indirect Guarantee of such Indebtedness (other than any endorsement for collection or deposit in the ordinary course of business) or any other direct or indirect obligation, by agreement or otherwise, to purchase or repurchase any such Indebtedness or obligation or any security therefor, or to provide funds for the payment or discharge of any such Indebtedness or obligation (whether in the form of loans, advances, stock purchases, capital contributions, dividends or otherwise), letters of credit and reimbursement obligations for letters of credit, (ii) to provide funds to maintain the financial condition of any other Person, or (iii) otherwise to indemnify or hold harmless the holders of indebtedness or other obligations of another Person against loss in respect thereof.
 
Conversion Right” shall have the meaning specified in Section 14.1.
 
Convertible Note” shall have meaning set forth in the first recital of this Agreement.
 
"Convertible Securities" shall mean, with respect to a Person, any securities or other obligations issued or issuable by such Person that are exercisable or exchangeable for, or convertible into, any Capital Stock of such Person.
 
"Corporations Act" means the Corporations Act 2001 (Cth) and any regulations (including the Corporations Regulations 2001 (Cth)) in force under that Act from time to time;
 
"Covered Business" shall mean the sale and lease of portable storage containers, portable container buildings and freight containers, as such Covered Business may from time to time change with the consent of the Purchaser.
 
Covered Claims” shall have the meaning specified in Section 15.13.
 
"Credit Suisse" shall mean Credit Suisse, AG, Singapore Branch.
 
"Credit Suisse Credit Documents" shall mean (i) the Second Amendment and Restatement Agreement dated June 12, 2017 among GFN, GFN (US) and Credit Suisse, (ii) the Deed of Mortgage of Securities dated March 31, 2014 by GFN (US) in favor of Credit Suisse, (iii) the CHESS Sponsorship Deed dated March 31, 2014 among GFN (US), Credit Suisse and Credit Suisse Equities (Australia) Limited, (iv) the Charge Over Collection Account dated March 31, 2014 by GFN (US) in favor of Credit Suisse and (v) the Charge Over Interest Reserve Account dated March 31, 2014 by GFN in favor of Credit Suisse.
 
"Custodian" shall mean any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law.
 
DB Side Letter” means that certain Project Coming Home – Royal Wolf Holdings Limited – Buy-Out Letter agreement between Purchaser and Deutsche Bank AG, Sydney Branch, dated as of July 11, 2017.
 
"Default" shall mean any event or condition which, with the giving of notice or the lapse of time or both, would become an Event of Default.
 
"Deutsche Bank" shall mean Deutsche Bank AG, Sydney Branch.
 
"Deutsche Bank Credit Documents" shall mean (i) the Syndicated Facility Agreement dated on or about the Effective Date among the Deutsche Bank Loan Parties, the Deutsche Bank Lenders and the Security Trustee, (ii) the Security Trust Deed, (iii) the Australian General Security Deed, (iv) the NZ General Security Deed, (v) any Ancillary Agreement, (vi) any Hedging Agreement (as defined in the Security Trust Deed), (vii) any letter dated on or about the Effective Date between Royal Wolf Holdings and any of Deutsche Bank, the agent under the Syndicated Facility Agreement or the Security Trustee describing the fees to be paid by the Company pursuant to the Syndicated Facility Agreement, (viii) each accession letter, resignation letter and compliance certificate delivered pursuant to the Syndicated Facility Agreement, (ix) any agreement, deed or legal instrument that is entered into under or pursuant to the terms of any of the foregoing, (x) any document or agreement that amends, supplements, replaces or novates any of the foregoing; and (xi) any document that is designated as a “Finance Document” in writing by the Agent and the Company.
 
"Deutsche Bank Indebtedness" shall mean Indebtedness of Royal Wolf Holdings and its Subsidiaries owed to the Deutsche Bank Lenders under the Deutsche Bank Credit Documents.
 
Deutsche Bank Lenders” shall mean Deutsche Bank, any Person who is an “Original Lender” under to the Syndicated Facility Agreement and any Person who becomes a “Lender” pursuant to the Syndicated Facility Agreement.
 
"Deutsche Bank Liens" shall mean Liens created pursuant to the Deutsche Bank Credit Documents in favor of the Deutsche Bank Lenders that shall not include any Lien upon any Capital Stock of Royal Wolf Holdings or any Capital Stock of any entity of which Royal Wolf Holdings is a Subsidiary.
 
Deutsche Bank Loan Parties” shall mean Royal Wolf Trading, Royalwolf Trading NZ, Royal Wolf Holdings, Royal Wolf Kookaburra, Royalwolf NZ Acquisition Co. Limited and other Person who becomes a party to the Deutsche Bank Credit Documents that shall not include any entity of which Royal Wolf Holdings is a Subsidiary.
 
"Disclosure Schedules" shall mean the schedules delivered to Purchaser as of the date of this Agreement setting forth specific exceptions to the representations and warranties of the Company Group.
 
"EBITDA" shall mean earnings before interest, taxes, depreciation and amortization.
 
Effective Date” shall have the meaning specified in the introductory paragraph of this Agreement.
 
"Enterprise Value" shall have the meaning specified in Section 10.6.
 
"Equity Rights" shall mean, with respect to a Person, any warrants, options or other rights to subscribe for or purchase, or obligations to issue, any Capital Stock of such Person, or any Convertible Securities, or any stock appreciation rights, including, without limitation, any options or similar rights issued or issuable under any employee stock option plan, pension plan or other employee benefit plan of such Person.
 
"ERISA" shall mean the Employee Retirement Income Security Act of 1974.
 
"Event of Default" shall have the meaning specified in Section 12.1.
 
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same shall be in effect at the time.
 
"Existing Bank Indebtedness" shall mean the Indebtedness of Royal Wolf Holdings and its Subsidiaries under the ANZ Credit Documents and the CBA Credit Documents as set forth on Schedule 3.11(a).
 
"Existing Indebtedness" shall mean Existing Bank Indebtedness and Existing Other Indebtedness.
 
"Existing Liens" shall mean the Liens of ANZ and Commonwealth to which the assets of Royal Wolf Holdings and its Subsidiaries are subject under the ANZ Credit Documents and Commonwealth Credit documents as described on Schedule 3.11(a)(i).
 
"Existing Other Indebtedness" shall mean the Indebtedness (other than Existing Bank Indebtedness) set forth on Schedule 3.11(a).
 
"Expense Advances" shall have the meaning set forth in Section 10.14.
 
"Facilities" shall have the meaning set forth in Section 3.10.
 
"Financial Statements" shall have the meaning specified in Section 4.11.
 
"GAAP" shall mean United States generally accepted accounting principles and practices set forth in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, all as in effect on the date hereof, applied on a basis consistent with prior periods.
 
"GFN" shall have the meaning set forth in the preamble.
 
"GFN Financial Statements" shall have the meaning set forth in Section 3.8.
 
"GFN Related Entity" shall mean any Subsidiary of GFN other than a GFN (US) Entity.
 
"GFN SEC Documents" shall mean all registration statements, prospectuses, reports, schedules, forms, statements and other documents (including all exhibits, schedules and other information included or incorporated by reference therein) filed by GFN on or prior to the date hereof and, after the date hereof, filed by GFN prior to and after the Closing, with the SEC under the Securities Act, the Exchange Act or the rules and regulations promulgated thereunder.
 
GFN Termination Date” shall have the meaning specified in Section 13.1(c)(ii).
 
"GFN (US)" shall have the meaning set forth in the preamble.
 
"GFN (US) Entity" shall mean GFN (US) and any of its Subsidiaries.
 
"Governmental Authority" shall mean any nation or government, and any state or political subdivision thereof, any government department, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, any court, tribunal or arbitrator(s) of competent jurisdiction, any self-regulatory organization, any governmental, semi-governmental, regulatory or judicial entity or authority, or any person (whether autonomous or not) who is charged with the administration of a law.
 
"Guarantee" shall mean, with respect to any Person, (i) any guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, of any indebtedness or other obligation of any other Person and (ii) any agreement, direct or indirect, contingent or otherwise, the practical effect of which is to assure in any way the payment or performance (or payment of damages in the event of non-performance) of any indebtedness or other obligation of such other Person, including, without limitation, any indemnification agreement, warranty and agreement to pay amounts drawn down by letters of credit. The amount of a Guarantee shall be deemed to be the maximum amount of the obligation guaranteed for which the guarantor could be held liable under such Guarantee.
 
"Guarantors" shall mean GFN (US) and any other Person that is or becomes a "Guarantor" under the Guaranty.
 
"Guaranty" shall mean the Guaranty dated as of the Closing Date, by the Guarantors, in substantially the form(s) attached hereto as Exhibit F, as the same may be amended, restated, supplemented, modified, renewed, refinanced or restructured from time to time.
 
"Holder" shall mean any Person (including, without limitation, the Purchaser) in whose name a Note is registered in the register maintained pursuant to Section 11 of the Notes.
 
"IFRS" shall mean the accounting standards developed by the International Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession, all as in effect on the date hereof, applied on a basis consistent with prior periods.
 
"Immediate Family" of a Person includes such Person's spouse, and the parents, children and siblings of such Person or his or her spouse and their spouses and other Persons related to the foregoing by blood, adoption or marriage within the second degree of kinship.
 
"Indebtedness" shall mean, with respect to a Person, without duplication, (i) any indebtedness or obligations, contingent or otherwise, for borrowed money; (ii) all obligations evidenced by bonds, notes, debentures or similar instruments other than trade payables for the purchase of property or services in the ordinary course of business that have been converted into notes; (iii) all Capital Lease Obligations; (iv) all Contingent Obligations of such Person and its Subsidiaries, whether for letters of credit or bankers' acceptances or otherwise; (v) all obligations under facilities for the discount or sale of receivables; (vi) the maximum fixed repurchase price of any redeemable stock of such Person and its Subsidiaries; (vii) all obligations secured by a Lien other than a Permitted Lien to which any property or assets owned by the GFN (US) or any of its Subsidiaries is subject, whether or not the obligations secured thereby have been assumed by GFN (US) or any such Subsidiaries; (viii) all obligations to pay the deferred purchase price of a company or business; and (ix) all Guarantees of items which would be included within this definition (regardless of whether such items would appear upon such balance sheet).
 
"Indemnified Parties" shall have the meaning specified in Section 11.2(a).
 
"Indemnifying Parties" shall have the meaning specified in Section 11.2(a).
 
"Indenture" shall mean the First Supplemental Indenture dated as of June 18, 2014 among GFN and Wells Fargo Bank, National Association.
 
"Intellectual Property" shall mean all intellectual property, including, without limitation, (i) patents, patent registrations, patent applications, patent disclosures and any related continuation, continuation-in-part, divisional, reissue, reexamination, utility, model and certificate of invention; (ii) trademarks, service marks, trade dress, logos, trade names, domain names and corporate names, and any registrations and applications for registration thereof; (iii) copyrights and registrations and applications for copyrights, including, without limitation, any proprietary scoring and underwriting model; (iv) computer software, data and documentation; (v) trade secrets, know-how, processes and techniques, research and development, works, financial, marketing and business data, pricing and cost information, business and marketing plans, customer and supplier lists and any other confidential information; (vi) all proprietary rights relating to any of the foregoing; and (vii) copies and tangible embodiments thereof.
 
"Intercreditor Agreement" shall mean any existing or future intercreditor agreement, whether now existing or hereafter entered into, made by a Subordinated Lender in favor of the Purchaser that expressly provides that such Subordinated Lender's Subordinated Indebtedness is subordinate in right of payment or rights upon liquidation to any Obligations to the Purchaser, in each case, as such Intercreditor Agreement may be amended, supplemented or otherwise modified from time to time in accordance with this Agreement. Any new Intercreditor Agreement must be in such form as agreed by Purchaser.
 
"Investments" shall mean, as applied to any Person, (i) any direct or indirect acquisition by such Person of any Capital Stock of any other Person, or all or any substantial part of the business or assets of such other Person, and (ii) any direct or indirect loan, advance or capital contribution by such Person to any other Person (including, without limitation, any Affiliate, officer, director or employee of any member of the Company Group).
 
"Issuers" shall mean Holdings and Finance.
 
"Knowledge of the Company" shall mean the actual knowledge, after reasonable inquiry, of Ronald F. Valenta, Charles E. Barrantes, Christopher A. Wilson, and Neil Littlewood; provided, that reasonable inquiry shall mean the inquiry that should have been made by a reasonably prudent person with the same position in GFN or any of its Subsidiaries.
 
"Licenses and Permits" shall mean, with respect to a Person, collectively, all licenses, franchises, permits, consents, approvals, registrations, certificates and authorizations of all Governmental Authorities necessary to the conduct of the businesses of such Person and its Subsidiaries, including, without limitation, all licenses issued or issuable under the finance laws in each jurisdiction in which the activities of such Person and its Subsidiaries, respectively, would require such licensing, licenses required for the sale or brokerage of insurance products, compliance with all bonding requirements of any Governmental Authority and any licenses, franchises, permits, consents, approvals, registrations, certificates and authorizations required to be held to comply with or obtain exemptions from the usury laws of any state.
 
"Lien" shall mean any lien, pledge, mortgage, security interest, charge or encumbrance of any kind (including, without limitation, the interest of a lessor under a Capital Lease Obligation having substantially the same economic effect), any agreement to give or refrain from giving any lien, pledge, mortgage, security interest, charge or other encumbrance of any kind, any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of any financing statement or other similar form of notice under the laws of any jurisdiction.
 
"Losses" shall have the meaning specified in Section 11.2(a).
 
"Margin Regulations" shall mean Regulations T, U and X of the Board of Governors of the Federal Reserve System, or any successor thereto, as amended from time to time.
 
"Margin Stock" shall mean "margin stock" as defined in the Margin Regulations.
 
"Material Adverse Effect" or "Material Adverse Change" shall mean, with respect to any Person, a material adverse effect on or material adverse change in, as the case may be, (i) the business, assets, financial condition, and properties of such Person, or (ii) the ability of such Person to perform its obligations under this Agreement or any Related Agreement; provided, that the occurrence of any default, event of default, acceleration of payment, increase in interest or other payment, late charge or other penalty under any Indebtedness of GFN or any of its Subsidiaries (including but not limited to GFN (US) or any Subsidiary thereof) shall constitute a Material Adverse Effect and a Material Adverse Change with respect to GFN (US) and its Subsidiaries, individually and taken as a whole.
 
"Material Contracts" shall mean the following Contracts to which GFN (US) or any Subsidiary of GFN (US) is a party; provided, that for purposes of determining whether a Contract meets the following dollar limits, the obligations of GFN (US) and its Subsidiaries and Affiliates under such Contract shall be considered cumulatively (including if such Contract involves GFN (US) or any of its Affiliates as counterparties to each other): (a) any contract or agreement for Indebtedness; (b) any employment or similar compensatory contract or agreement with an executive officer that provides for annual compensation in excess of $100,000 or requires a payment in excess of $100,000 in connection with a change in control or termination of employment by GFN (US) or Subsidiary without cause; (c) any personal property lease of which GFN (US) or Subsidiary is the lessee that provides for annual lease payments in excess of $250,000; (d) any contract or agreement pursuant to which GFN (US) or any of its Subsidiaries is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property and the annual lease or rental payments exceed $250,000; and (e) Contracts involving payment obligations in excess of $250,000 in any year other than Contracts evidencing Indebtedness, employment or compensatory Contracts, real and personal property leases, and Contracts for the purchase of containers and related goods or property to be sold, leased or otherwise used in the ordinary course of business.
 
Minimum Return” shall have the meaning specified in Section 9.20.
 
"Nasdaq" shall mean The Nasdaq Stock Market or any successor stock exchange.
 
Non-Signatory Action” shall have the meaning specified in Section 15.13(d).
 
Note Document” and “Note Documents” shall have the meanings specified in Section 15.19.
 
"Notes" shall have the meaning set forth in the Recitals to this Agreement.
 
NZ General Security Deed” shall mean that certain NZ General Security Deed dated on or about the Effective Date among Royalwolf NZ, Royalwolf Trading NZ and the Security Trustee.
 
Obligated Party” and “Obligated Parties” shall have the meanings specified in Section 15.19.
 
"Obligations to the Purchaser" shall mean any and all Indebtedness, claims, liabilities or obligations of any member of the Company Group and any of their respective Subsidiaries owing to the Purchaser or any Affiliate of the Purchaser (or any successor, assignee or transferee of the Purchaser or such Affiliate) under or with respect to this Agreement, the Notes, the Pledge Agreements, the Additional Australian Agreements, the Registration Rights Agreement, the Investor Rights Agreement, the Guaranty, the Collateral Documents and the other Related Agreements, the Common Stock, and any and all agreements, instruments or other documents heretofore or hereafter executed or delivered in connection with any of the foregoing, of whatever nature, character or description, including, without limitation, any claims for rescission or other damages under applicable federal and state securities laws, in each case, whether due or not due, direct or indirect, joint and/or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, now or hereafter existing, amended, renewed, extended, exchanged, restated, refinanced, refunded or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether for principal, interest, premiums, fees, costs, expenses (including, without limitation, reasonable attorneys' fees) or other amounts incurred for administration, collection, enforcement or otherwise, whether or not arising after the commencement of any proceeding under the Bankruptcy Laws (including, without limitation, post-petition interest) whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by any statute of limitations or such Indebtedness, claim, liability or obligation may otherwise be unenforceable.
 
Original Lenders” shall mean Deutsche Bank and each Person who is an “Original Lender” under the Syndicated Facility Agreement.
 
Outside Date” shall have the meaning specified in Section 13.1(b)(ii).
 
"Permitted Expenses" means payments of up to $4,000,000 in the aggregate in any fiscal year made by the GFN (US) Entities to GFN and/or a GFN Related Entity for administrative expenses, overhead charges, support charges and similar costs and expenses; provided, that if at any time GFN or a GFN Related Entity acquires or establishes another business or company, Permitted Expenses in any 12-month period shall be multiplied by the Reduction Percentage on a prospective basis. For purposes of the foregoing, the "Reduction Percentage" shall be that percentage obtained by dividing the revenues of the Covered Business by the total revenues of GFN (determined on a consolidated basis in accordance with GAAP); provided, that Permitted Expenses shall never be less than $500,000 unless prohibited under the definition of “Restricted Payment” below. Payments on debt owed to GFN and/or the GFN Related Entities, and dividends and distributions to the GFN (US) stockholders in respect of their shareholdings, are not expenses included in Permitted Expenses.
 
"Permitted Liens" shall mean:
 
(a) judgment and attachment Liens in connection with (i) judgments that do not constitute an Event of Default so long as the judgment creditor has not succeeded in the foreclosure thereof and reserves have been established to the extent required by GAAP as in effect at such time and (ii) litigation and legal proceedings that are being contested in good faith by appropriate proceedings (or as to which the Company or any of its Subsidiaries, as the case may be, is preparing to promptly initiate in appropriate proceedings) so long as adequate reserves have been established in accordance with GAAP and so long as such Liens (i.e. the Liens contemplated under this Subsection (a)) do not encumber assets in an aggregate amount (together with the amount of any unstayed judgments against the GFN (US) or any of its Subsidiaries) in excess of $500,000 (which amount may be increased with the consent of the Purchaser, which consent shall not be unreasonably withheld);
 
(b) Liens for Taxes, assessments or other governmental charges or levies on property of GFN (US) or any of its Subsidiaries if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith by appropriate proceedings, and Liens for personal property Taxes so long as such Liens do not secure an amount in excess of $500,000 (which amount may be increased with the consent of the Purchaser, which consent shall not be unreasonably withheld);
 
(c) pledges or deposits by the Company or any of its Subsidiaries under workers' compensation laws, unemployment insurance laws or similar legislation;
 
(d) Liens on the property of GFN (US) or any of its Subsidiaries incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, self-insurance arrangements through captive insurers owned by GFN (US) or any of its Subsidiaries, surety or indemnity bonds or other obligations of like nature and incurred in a manner consistent with industry practice, in each case which are not incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of property (provided that the GFN (US) and its Subsidiaries may incur Liens to secure surety or indemnity bonds or other obligations of like nature outside of the ordinary course of business so long as such Liens do not encumber assets in excess of $500,000 in the aggregate (which amount may be increased with the consent of the Purchaser, which consent shall not be unreasonably withheld));
 
(e) Liens imposed by operation of law, such as carriers', warehousemen's and mechanics' Liens, on property of the Company or any of its Subsidiaries arising in the ordinary course of business and securing payment of obligations which are not more than 90 days past due or are being contested in good faith by appropriate proceedings and, if required by GAAP, are appropriately reserved for on the books of the Company or such Subsidiary, as the case may be;
 
(f) Purchase money security interests in connection with the purchase of property, assets or business; and
 
(g) utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character;
 
provided, however, that each of the Liens described in the foregoing clauses (a) through (g) inclusive shall only constitute a Permitted Lien so long as such Liens do not materially interfere with the conduct of the business of GFN (US), the Company and its Subsidiaries, individually or taken as a whole, or result in a Material Adverse Change of any such entity; and, provided further, that no Lien shall become a Permitted Lien by virtue of any waiver or consent of ANZ, CBA or Deutsche Bank.
 
"Person" shall mean any individual, trustee, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, limited liability partnership, other business entity or Governmental Authority.
 
Pledge Agreement” shall mean each Pledge Agreement substantially in the form(s) attached hereto as Exhibit G as the same may be amended, restated, supplemented, modified, renewed, refinanced or restructured from time to time.
 
Pledgors” shall mean GFN (US), Holdings and Finance, and any other Person that is or becomes a "Pledgor" under a Pledge Agreement.
 
PPS Act” shall mean the Personal Property Securities Act 2009 (Cth).
 
"Proprietary Information" shall have the meaning specified in Section 15.20(a).
 
"Purchase Price" shall have the meaning specified in Section 2.1.
 
"Purchaser" shall have the meaning set forth in the preamble.
 
"Registration Rights Agreement" shall mean the Registration Rights Agreement in substantially the form attached hereto as Exhibit H, dated as of the Closing Date, by and between the Purchaser and GFN, as the same may be amended, restated, supplemented, modified, renewed, refinanced or restructured from time to time.
 
"Related Agreements" shall mean, collectively, the Notes, the Guaranties, the Additional Australian Agreements, the Collateral Documents, the Registration Rights Agreement, the Board Observer Agreement, and any and all other agreements, instruments, certificates and documents executed or delivered in connection herewith or therewith, as the same may be amended, supplemented or otherwise modified from time to time.
 
"Relevant Interest" shall have the meaning as set forth in Section 608 of the Corporations Act.
 
"Restricted Payment" shall mean any one or more of the following:
 
(h) any dividend or other distribution, direct or indirect, on account of any Capital Stock of a Person now or hereafter outstanding;
 
(i) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any Capital Stock of a Person now or hereafter outstanding;
 
(j) any payment or prepayment of principal of, premium, if any, or interest, fees or other charges on or with respect to, and any redemption, purchase, retirement, defeasance, sinking fund or similar payment with respect to any Subordinated Indebtedness or Indebtedness other than under Existing Indebtedness; and
 
(k) any payment or distribution by GFN (US), the Company or any of its Subsidiaries to GFN, GFN (US), or any GFN Related Entity other than Permitted Expenses, provided, however, that no payment of Permitted Expenses may be made if at the time of such payment there is continuing or has occurred a Default or Event of Default.
 
"Royal Wolf Holdings" shall mean Royal Wolf Holdings Limited, an Australian corporation (ACN 121 226 793).
 
Royal Wolf Kookaburra” shall mean Kookaburra Containers Pty Ltd., an Australian corporation (ACN 079 735 050).
 
"Royal Wolf Trading" shall mean Royal Wolf Trading Australia Pty Limited, an Australian corporation (ACN 069 244 417).
 
"Royalwolf NZ" shall mean Royalwolf NZ Acquisition Co. Limited, a New Zealand corporation (NZCN 2115393).
 
Royalwolf Trading NZ” shall mean Royalwolf Trading New Zealand Limited, a New Zealand corporation (NZCN 1062072).
 
"SEC" shall mean the Securities and Exchange Commission, or any successor agency.
 
"Securities" shall have the meaning set forth in Section 2.1.
 
"Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time.
 
Security Trust Deed” shall mean that certain Security Trust Deed dated on or about the Effective Date among the Deutsche Bank Loan Parties, the Deutsche Bank Lenders and the Security Trustee.
 
Security Trustee” shall mean Perpetual Limited or its successors or assigns.
 
"Senior Indebtedness" shall mean the principal amount of, premium, if any, and interest on (i) any Indebtedness of the Company, whether now outstanding or hereafter created, incurred, assumed or guaranteed, unless in the instrument creating or evidencing such Indebtedness or pursuant to which such Indebtedness is outstanding it is provided that such Indebtedness is subordinate in right of payment or rights upon liquidation to any other Indebtedness of the Company, and (ii) refundings, renewals, extensions, modifications, restatements, and increases of any such Indebtedness. Upon the Closing, the term "Senior Indebtedness" shall include any and all Indebtedness and other amounts owing under the Notes.
 
Senior Note” shall have meaning set forth in the first recital of this Agreement.
 
"Solvent" shall mean, with respect to any Person, that on the date of determination: (i) the present fair saleable value of the assets of such Person will exceed the amount that will be required to pay the probable liability on the existing Indebtedness (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person as they become absolute and matured; (ii) the sum of the Indebtedness (whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent) of such Person will not exceed all of the assets of such Person at a fair valuation; and (iii) the capital of such Person will not be unreasonably small for such Person to carry on its businesses.
 
"Subordinated Indebtedness" shall mean Indebtedness that is not Senior Indebtedness, as such Indebtedness may be refinanced, renewed, replaced, restructured or exchanged from time to time in accordance with this Agreement.
 
"Subordinated Lenders" shall mean the lenders of Subordinated Indebtedness, as may exist from time to time.
 
"Subsidiary" and "Subsidiaries" shall mean, with respect to any Person, any other Person of which more than 50% of the total voting power of Capital Stock entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors are at the time directly or indirectly (including, without limitation, through another Subsidiary) owned by such first Person. For the avoidance of doubt, the Subsidiaries of GFN (US) include the Company, Finance, Royal Wolf Holdings, Royal Wolf Trading, Royal Wolf Kookaburra, Royalwolf NZ, and Royalwolf Trading NZ. Unless otherwise indicated, the term "Subsidiary" refers to a Subsidiary of GFN (US).
 
Subsidiary Charters” shall have the meaning specified in Section 7.10(a).
 
Syndicated Facility Agreement” shall mean that certain Syndicated Facility Agreement among the Deutsche Bank Loan Parties and the Deutsche Bank Lenders.
 
"Tax" or "Taxes" shall mean any present and future income, excise, sales, use, stamp or franchise taxes and any other taxes, fees, duties, levies, withholdings or other charges of any nature whatsoever imposed by any taxing authority, whether federal, state, local or foreign, together with any interest and penalties and additions to tax.
 
"Third Party" shall have the meaning specified in Section 15.20(b).
 
"Third Party Intellectual Property Rights" shall have the meaning specified in Section 3.22(a).
 
"UCC" shall mean the Uniform Commercial Code, as adopted and in force in the State of California as from time to time in effect, and the Uniform Commercial Code of any other jurisdiction as required under Section 9301 of the UCC.
 
"United States Dollars" or "US$" or "$" shall mean the lawful money of the United States of America.
 
1.2 Independence of Covenants
 
. All covenants and agreements under this Agreement shall each be given independent effect so that if a particular action or condition is not permitted by any such covenant, the fact that it would be permitted by another covenant, by an exception thereto, or be otherwise within the limitations thereof, shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.
 
2.
PURCHASE AND SALE OF SECURITIES.
 
2.1 Purchase of the Notes
 
. Subject to the terms and conditions contained herein, and in reliance upon the representations, warranties, covenants and agreements contained herein, at the Closing, the Issuers shall issue, sell and deliver to the Purchaser, and the Purchaser shall purchase from the Issuers, the Notes. The Notes are sometimes collectively referred to herein as the "Securities." The aggregate purchase price to be paid by the Purchaser for the Notes shall be US$80,000,000 (the "Purchase Price"), paid in accordance with Section 2.3.
 
2.2 Closing
 
. The closing (the "Closing") of the issuance, sale and delivery of the Securities to be purchased by the Purchaser under this Agreement shall take place at the offices of Sheppard, Mullin, Richter & Hampton LLP, 1901 Avenue of the Stars, 16th Floor, Los Angeles, California 90067, within one Business Day of the conditions precedent set forth in Section 7 and Section 8 being met (such date being the "Closing Date"). At the Closing, the Issuers and GFN shall deliver to the Purchaser, the Notes, duly executed by the Issuers and GFN (in the case of the Convertible Note), respectively, against the payment and delivery by the Purchaser of the relevant Purchase Price and other Closing deliveries hereunder. On the Closing Date, the Purchase Price shall be paid by wire transfer in immediately available funds to such bank as the Issuers may request in writing (which request shall be made in writing at least one (1) Business Day prior to the Closing Date) for credit to an account designated by the Issuers in such request; provided, however, that the Purchaser may withhold from the Purchase Price the amounts described in Section 7.2.
 
2.3 Use of Proceeds
 
. The proceeds to be received by the Issuers from the sale of the Notes shall be used solely for the purposes set forth on Schedule 2.3 (and applied in accordance with the terms therein).
 
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
 
Each member of the Company Group, jointly and severally, hereby represents and warrants to the Purchaser that the following statements are true and correct as of the date hereof and will be true and correct as of the Closing:
 
3.1 Organization and Good Standing
 
. The Company is a corporation duly organized, validly existing and in good standing under the laws of Australia. The Company has all power and authority, and all Licenses and Permits, necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted and as proposed to be conducted. The Company has the requisite power and authority to enter into this Agreement and each Related Agreement to which it is a party, to issue, sell and deliver the Notes and to consummate the other transactions contemplated hereby and by the Related Agreements to which it is a party.
 
3.2 Subsidiaries
 
. Schedule 3.2 sets forth a true, correct and complete list of all direct and indirect Subsidiaries of GFN, including, without limitation, GFN (US) and its direct and indirect Subsidiaries, setting forth, as to each Subsidiary, its name, the jurisdiction of its formation, the address of its principal executive offices, the number of outstanding shares of its Capital Stock and the number of such outstanding shares owned, directly or indirectly, by GFN. Each Subsidiary of GFN (US) is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation and has all power and authority, and all Licenses and Permits, necessary to own or lease and operate its properties and to carry on its business as now conducted.
 
3.3 Qualification
 
. Each of GFN (US), the Company and its Subsidiaries is duly qualified or licensed and in good standing to do business in each jurisdiction in which the character of the properties owned or the nature of the activities conducted makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not have a Material Adverse Effect on any of GFN (U.S.), the Company or any Subsidiary thereof.
 
3.4 Authorization; Binding Obligations
 
. (a) The execution, delivery and performance of this Agreement and each of the Related Agreements to which it is a party by GFN (US), GFN, the Company and its Subsidiaries, (b) the issuance, sale and delivery of the Notes, and the issuance of the Common Stock upon any conversion of the Convertible Note, (c) the grant of the Liens in favor of the Purchaser pursuant to each Pledge Agreement, each Additional Australian Agreement, and the other Collateral Documents, and (d) the consummation of the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of GFN (US), GFN, the Company and its Subsidiaries, as applicable. This Agreement has been duly executed and delivered by the Company, and, at the Closing, each of the Related Agreements will be duly executed and delivered by the Company or its Subsidiaries that is a party thereto. This Agreement is, and each Related Agreement will at the time of the Closing be, a legal, valid and binding obligation of GFN, GFN (US), the Company and its Subsidiaries that are parties thereto, enforceable against such Person in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws. The Company and each member of the Company Group benefits by entering into this Agreement and the Related Agreements to which it is expressed to be a party.
 
3.5 No Violation; Existing Defaults; Senior Indebtedness
 
.
 
(a) (i) The execution, delivery and performance by GFN, GFN (US), the Company, and its Subsidiaries of this Agreement and each of the Related Agreements to which it is a party, (ii) the issuance, sale and delivery of the Notes, (iii) the grant of the Liens in favor of the Purchaser pursuant to the Pledge Agreements, the Additional Australian Agreements, and the other Collateral Documents, and (iv) the consummation of the other transactions contemplated hereby and thereby do not and will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (A) the charter or bylaws of GFN, GFN (US), the Company or any of its Subsidiaries, as in effect on the date hereof; (B) any Applicable Laws; or (C) any term of any lease, credit agreement, indenture, note, mortgage, instrument or other agreement to which GFN, GFN (US), the Company or any of its Subsidiaries is a party or by which any of its or their properties or assets are bound.
 
(b) Neither GFN, GFN (US), the Company nor any of its Subsidiaries is in default, breach or violation of its charter or bylaws. Except as set forth in Schedule 3.5(b), neither GFN, GFN (US), the Company nor any of its Subsidiaries is in default, breach or violation of, (i) any term of any material lease, credit agreement, note, instrument or other agreement to which it is a party or by which any of its properties or assets are bound or (ii) any Applicable Laws, such that the default, breach or violation under either clause (i) or clause (ii) could (with or without notice or the passage of time or both) reasonably be expected to result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Schedule 3.5(b), no "default" or "event of default" or other breach has occurred and is continuing under any agreement, instrument or other document to which GFN, GFN (US), the Company or any of its Subsidiaries is a party which evidences or governs any Indebtedness of GFN, GFN (US), the Company or its Subsidiaries, as the case may be.
 
(c) Upon the Closing (i) the Indebtedness evidenced by the Notes will constitute Senior Indebtedness and (ii) there will be no agreement, indenture, instrument or other document to which GFN, GFN (US), the Company, or any of its or their Subsidiaries is a party or by which it or they are bound that requires the subordination in right of payment or rights upon liquidation of any Obligations to the Purchaser to the repayment of any other Indebtedness of GFN (US) or any of its or their Subsidiaries.
 
(d) There are no contractual or other restrictions or limitations which prohibit the issuance, sale and delivery by the Company of the Notes as contemplated hereunder.
 
3.6 Governmental and Other Third Party Consents
 
. Neither GFN, GFN (US), the Company nor any of its or Subsidiaries or other Affiliates is required to obtain any Consent in connection with the execution, delivery or performance of this Agreement or any Related Agreement, the issuance, sale and delivery of the Notes or the grant of the Liens in favor of the Purchaser, or for the purpose of maintaining in full force and effect any Licenses and Permits, from (a) any Governmental Authority or (b) any other Person.
 
3.7 Capitalization
 
.
 
(a) The issued Capital Stock of the Company consists of one ordinary share held by GFN (US). The issued ordinary share of the Capital Stock of the Company has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. The issued Capital Stock of GFN (US) consists of 1,000 shares of common stock and is directly held by GFN. The Capital Stock of GFN (US) has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. The Capital Stock of each Subsidiary of GFN (US) has been duly authorized and is validly issued and fully paid, and is free and clear of any Liens and other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) and of any preemptive or other similar rights to subscribe for or to purchase any such Capital Stock. There are: (i) no outstanding Equity Rights with respect to the Capital Stock of GFN (US), the Company, or any of its Subsidiaries; (ii) no voting trusts or other agreements or undertakings with respect to the voting of the Capital Stock of GFN (US), the Company, or any of its Subsidiaries; (iii) no obligations or rights (whether fixed or contingent) on the part of GFN (US), the Company, or any of its Subsidiaries, any of their respective directors or officers or any other Person to purchase, repurchase, redeem or "put" any outstanding shares of the Capital Stock of GFN (US), the Company, or any of its Subsidiaries or Equity Rights with respect to Capital Stock of GFN (US), the Company, or any of its Subsidiaries; and (iv) no agreements to which GFN (US), the Company, or any of its Subsidiaries, any of their respective directors or officers or any other Person is a party granting any other Person any rights of first offer or first refusal, registration rights or "drag-along," "tag-along" or similar rights with respect to any transfer of any Capital Stock of GFN (US), the Company, or any of its Subsidiaries or Equity Rights with respect to the Capital Stock of GFN (US), the Company, or any of its Subsidiaries. All shares of Capital Stock of GFN (US), the Company, and any of its Subsidiaries and Equity Rights that have been issued by GFN (US), the Company, and any of its Subsidiaries have been offered, issued and sold in compliance with all applicable federal and state securities laws.
 
(b) No shares of Capital Stock of GFN or its Subsidiaries will become issuable to any Person pursuant to any "anti-dilution" or other provisions contained in any issued and outstanding Equity Rights on account of the issuance of any shares (including Common Stock) upon conversion of all or any portion of the Convertible Note (or the exercise thereof).
 
(c) As of the date hereof (i) the issued Capital Stock of each of Holdings and Finance is owned 100% directly by GFN (US) free and clear of all Liens, and (ii) 50% of the Capital Stock of Royal Wolf Holdings is owned directly by GFN (US) and 1% of the Capital Stock of Royal Wolf Holdings is owned directly by GFN, in each case free and clear of all Liens (other than Liens in favor of Credit Suisse created under the Credit Suisse Credit Documents).
 
(d) As of the Closing (i) the issued Capital Stock of each of Holdings and Finance will be owned 100% directly by GFN (US) free and clear of all Liens (except those in favor of Purchaser), and (ii) at least 90% of the Capital Stock of Royal Wolf Holdings will be owned directly by Holdings free and clear of all Liens (except those in favor of Purchaser).
 
(e) On the 100% Acquisition State Date 100% of the Capital Stock of Royal Wolf Holdings will be owned directly by Holdings free and clear of all Liens (except those in favor of Purchaser).
 
3.8 Financial Statements
 
. The Company has delivered to the Purchaser copies of the (a) audited consolidated balance sheets of GFN and its Subsidiaries as of June 30, 2014, 2015 and 2016, and audited consolidated statements of operations, shareholders' equity and changes in financial position or cash flows for each of the 3 years then ended, together with a report and an unqualified opinion of GFN’s independent public accountants (the "GFN Financial Statements"). The GFN Financial Statements and all financial statements of Royal Wolf Holdings publicly filed with the Australian Securities and Investment Commission have been prepared in accordance with IFRS and fairly present the consolidated and consolidating financial position and results of operations of GFN (US) and its Subsidiaries, and, in the case of Royal Wolf Holdings’ publicly filed financial statements, of Royal Wolf Holdings and its Subsidiaries, as of the dates and for the periods indicated therein.
 
3.9 Transactions with Affiliates
 
.
 
(a) Except as set forth in Schedule 3.9, since July 1, 2016, no executive officer of GFN, GFN (US), the Company or any of its Subsidiaries or, to the Knowledge of the Company, any Affiliate or immediate family member of any such executive officer, has (i) made any loan to, (ii) received a loan from, (iii) sold property to, (iv) purchased property from, or (v) is or has been a party to a contract for the payment of money or license or other disposition of assets with GFN, GFN (US), the Company or any of its Subsidiaries in any transaction involving amounts in excess of $100,000.
 
(b) Schedule 3.9 sets forth a true, complete and accurate description of the terms of each transaction or relationship required to be set forth on Schedule 3.9.
 
3.10 Environmental Compliance
 
. Neither GFN (US), the Company nor any of its Subsidiaries is in breach of any environmental law. There is no environmental damage to the facilities occupied or owned by GFN (US), the Company or its Subsidiaries (the "Facilities"), where, in the case of Royal Wolf Holdings and each of its Subsidiaries, could (with or without notice or the passage of time or both) reasonably be expected to result in a Material Adverse Effect. There are no notices relating to the Facilities which have been issued under any environmental law and are still outstanding. No Facilities are under watch or supervision by any Governmental Authority. No pollutants or other hazardous materials are made, stored, used or dealt with in any manner on the Facilities.
 
3.11 Existing Indebtedness; Liens; Investments; Etc.
 
 
 
(a) Schedule 3.11(a) sets forth a true and correct list, and describes, as applicable:
 
(i) (A) all Indebtedness of GFN (US), the Company and its Subsidiaries on a consolidated basis as of the date first written above, showing, as to each Indebtedness, the payee thereof and the total amount outstanding (by principal, interest and other amounts, if applicable), and specifying whether such Indebtedness is Existing Bank Indebtedness or Existing Other Indebtedness, and (B) all Indebtedness outstanding as of the Closing of GFN (US), the Company and its Subsidiaries on a consolidated basis showing, as to each Indebtedness, the payee thereof, the total amount outstanding (by principal, interest and other amounts, if applicable), and the material terms thereof;
 
(ii) (A) all UCC financing statements (and similar filings in applicable jurisdictions) on file, naming GFN (US), the Company, or any Subsidiary thereof as a debtor, and (B) all pledges and other Liens on the assets of GFN (US) (or its Capital Stock), the Company or any Subsidiary thereof for which no UCC financing statement (or similar filing in applicable jurisdictions) has been filed;
 
(iii) all debt and equity investments in Persons other than GFN (US), the Company and its Subsidiaries; and
 
(iv) all Guarantees of GFN (US), the Company and its Subsidiaries existing as of the Closing.
 
(b) Immediately following the Closing, GFN (US), the Company and its Subsidiaries will not have any Indebtedness, whether accrued, absolute, contingent or otherwise (whether individually or in the aggregate) and none of their respective assets shall be subject to any Liens, except for (i) the Deutsche Bank Indebtedness and Deutsche Bank Liens as set forth on Schedule 3.11(b); and (ii) the Notes, each Pledge Agreement, each CHESS Agreement, and each Additional Australian Agreement.
 
(c) The Company’s payment obligations under the Notes rank in priority to any subordinated debt and at least equally and ratably with all of its other unsecured unsubordinated payment obligations, except those mandatorily preferred by law applying to companies generally or as other agreed by the Purchaser in writing.
 
(d) There is no actual or proposed resumption, appropriation or compulsory acquisition of any of the Company’s or any member of the Company Group’s assets or secured property.
 
(e) None of GFN (US), the Company nor any of its Subsidiaries has any liabilities or obligations, whether accrued, absolute, contingent or otherwise (whether individually or in the aggregate), required to be disclosed on the face of a balance sheet prepared in accordance with GAAP or IFRS (as applicable); except for (i) liabilities and obligations reflected in the Balance Sheet of GFN (US) dated March 31, 2017; (ii) trade payables and other accrued expenses incurred in the ordinary course of business; and (iii) obligations and liabilities under this Agreement and the Related Agreements.
 
3.12 Certain Changes
 
. Except as set forth on Schedule 3.12, since March 31, 2017, there has not been:
 
(a) any damage or destruction to, or loss of, any asset of GFN (US), the Company or any of its Subsidiaries, whether or not covered by insurance, which could have a Material Adverse Effect on GFN (US), the Company or its Subsidiaries, taken as a whole;
 
(b) any waiver by GFN (US), the Company or any of its Subsidiaries of a valuable right or of a material debt owed to it;
 
(c) any satisfaction or discharge of any Lien or payment of any obligation by GFN (US), the Company or any of its Subsidiaries outside of the ordinary course of business;
 
(d) any material change or amendment to any material contract by which GFN (US), the Company, any of its Subsidiaries or any of its or their respective properties or assets is bound or subject;
 
(e) any Material Adverse Change with respect to GFN (US), the Company or any Subsidiary thereof;
 
(f) any change in the Contingent Obligations of GFN (US), the Company or any of its Subsidiaries, by way of Guarantees or otherwise, outside of the ordinary course of business;
 
(g) any declaration or payment of any dividend or other distribution of assets of GFN (US), the Company or any Subsidiary thereof to its shareholders, or the adoption or consideration of any plan or arrangement with respect thereto;
 
(h) any resignation or termination of the employment of any director or officer of GFN (US), the Company or any of its Subsidiaries;
 
(i) any Investment by GFN (US), the Company or any of its Subsidiaries in the Capital Stock of any Person;
 
(j) any offer, issuance or sale of any shares of Capital Stock of GFN (US), the Company or any Subsidiary thereof or any Equity Rights with respect to the Capital Stock of any such Persons;
 
(k) any change in GFN (US), the Company's, or any of its Subsidiary’s credit guidelines and policies, charge-off policies or accounting methods, procedures or policies;
 
(l) any incurrence of any Indebtedness by GFN (US), the Company or any of its Subsidiaries other than as contemplated in this Agreement and the Related Agreements;
 
(m) any agreement or commitment to do any of the foregoing; or
 
(n) any other event or condition of any character which has had a Material Adverse Effect on GFN (US), the Company or any Subsidiary thereof.
 
3.13 Material Contracts
 
. Schedule 3.13(a) sets forth a true and complete list of all Material Contracts. Each Material Contract is legal, valid, binding and enforceable against the parties thereto in accordance with its terms and is in full force and effect as of the date hereof. The Company and its Subsidiaries (as applicable) and, to the Knowledge of the Company, all other parties to the Material Contracts are in compliance with the terms thereof, and no default or event of default by the Company or, to the Knowledge of the Company, any such other party, exists thereunder. None of GFN (US), the Company, or any of its Subsidiaries is a party to any contract, commitment, license, agreement, obligation or arrangement that restricts it from carrying on its business or any part thereof, or from competing in any line of business or with any other Person. To the Knowledge of the Company, none of the employees or officers of any of GFN (US), the Company, or any of its Subsidiaries is a party to any contract, commitment, license, agreement, obligation or arrangement that restricts any of such entities from carrying on its business or any part thereof, or from competing in any line of business or with any other Person.
 
3.14 Employee Benefit Plans
 
. Neither the Company nor any of its Subsidiaries is subject to ERISA.
 
3.15 Labor Matters
 
. There is no strike or other labor dispute involving GFN (US), the Company or any of its Subsidiaries pending or, to the Knowledge of the Company, threatened. Neither the Company nor any of its Subsidiaries is aware of any labor organization activity involving the employees of the Company or any of its Subsidiaries, or of any officer or key employee, or any group of officers or key employees, that intends to terminate his or her employment with the Company or any of its Subsidiaries.
 
3.16 Reserved
 
.
 
3.17 Taxes
 
.
 
(a) All Tax returns required to be filed by or on behalf of GFN and each GFN (US) Entity on or before the date hereof were true, correct and complete as of the date filed, or if amended on or before the date hereof, were true, correct and complete after giving effect to such amendment. All such Tax returns that were required to be filed were duly and timely filed and all Taxes (including, Taxes withheld from employees' salaries and all other withholding Taxes and obligations and deposits required to be made by or with respect to GFN and each GFN (US) Entity) due have been timely paid, or to the extent not due and payable as of the date hereof, adequate provision for the payment thereof has been made on the financial statements or the books of account of GFN and each GFN (US) Entity.
 
(b) Except as set forth on Schedule 3.17, (i) no audit or other examination of any Tax return of GFN or any GFN (US) Entity is presently in progress, nor has GFN or any GFN (US) Entity been notified of any request for such an audit or other examination; (ii) there is no Tax deficiency outstanding or assessed against GFN or any GFN (US) Entity, or any of the assets or properties of any of them; (iii) neither GFN nor any GFN (US) Entity has received any notice of a proposed assessment of Taxes, or executed any waiver of any statute of limitations on, or extending the period for, the assessment or collection of any Tax which is still in effect; and (iv) there are no actions, suits, proceedings or claims now pending by or against GFN or any of GFN (US) Entity in respect of any Taxes or assessments. No claim has ever been made by an authority in a jurisdiction where GFN or any GFN (US) Entity does not file Tax returns that it is or may be subject to taxation by that jurisdiction. There is not outstanding any power of attorney that is currently in force with respect to any matter relating to Taxes for which GFN or any of its Subsidiaries could be liable.
 
(c) Neither GFN nor any GFN (US) Entity (i) has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code") during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code; (ii) has submitted a request for a private letter ruling (or comparable procedure under state or local law) to the IRS or any state or local taxing authority, which request has not yet been issued or denied; (iii) has agreed to, or is required to include in income, any adjustment pursuant to Section 482 of the Code (or similar provision of other law or regulations) (nor has any Tax authority proposed, or is any Tax authority considering, such adjustment); or (iv) is or has been required to make a basis reduction pursuant to Treasury Regulation Section 1.1502-20(b) or Treasury Regulation Section 1.337(d)-2(b).
 
(d) Neither GFN nor any GFN (US) Entity has been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code (or any similar provision of state, local or foreign law), other than an affiliated group of which GFN was the common parent. Neither GFN nor any GFN (US) Entity has any liability for the Taxes of any Person under Treasury Regulation Section 1.1502–6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, or otherwise, other than liabilities arising with respect to the affiliated group of corporations of which GFN was the common parent. Neither GFN nor any GFN (US) Entity is a party to or is bound by any tax sharing, tax indemnity, or tax allocation agreement or other similar arrangement.
 
(e) Neither GFN nor any GFN (US) Entity will be required to include any item of income in, or exclude any item of deduction from, its taxable income for any taxable period (or portion thereof) ending after the date hereof as a result of any (i) change in method of accounting for a taxable period ending on or prior to the date hereof under Section 481(c) of the Code (or any corresponding or similar provision of state, local or foreign income Tax law); (ii) "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the date hereof; (iii) installment sale or open transaction disposition made on or prior to the date hereof; or (iv) prepaid amount received on or prior to the date hereof.
 
(f) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of GFN or any GFN (US) Entity.
 
(g) Neither GFN nor any GFN (US) Entity has an interest in or is subject to any joint venture, partnership, or other arrangement or contract which is treated as a partnership for U.S. federal income tax purposes. Neither GFN nor any GFN (US) Entity is a successor to any other Person by way of merger, reorganization or similar transaction.
 
(h) Neither GFN nor any GFN (US) Entity has made any payment(s), is obligated to make any payment(s) or is party to any agreement that could obligate it to make any payment(s) that would not be deductible under either Section 280G or Section 162(m) of the Code.
 
(i) None of the assets of GFN or any GFN (US) Entity are treated as "tax-exempt use property" within the meaning of Section 168(h) of the Code.
 
(j) GFN and each GFN (US) Entity has disclosed on its Tax returns all positions taken therein that could give rise to a substantial understatement of Tax within the meaning of Section 6662 of the Code.
 
(k) GFN and each GFN (US) Entity has disclosed all "reportable transactions" within the meaning of Treasury Regulation Section 1.6011-4(b) (or similar provision of state law) to which it has been a party.
 
3.18 Litigation
 
. Except as set forth on Schedule 3.18, there are no (a) actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened before any Governmental Authority against or affecting GFN (US), the Company or any of its Subsidiaries or Affiliates, or (b) orders, decrees, judgments, injunctions or rulings of any Governmental Authority against GFN (US), the Company or any of its Subsidiaries or Affiliates. Schedule 3.18 sets forth, as to each matter identified therein, the names of the parties thereto, the forum for such matter, a summary of the nature of the matter, the settlement or other disposition of the matter (including the monetary value of such settlement or other disposition) or, if such matter is still pending, a statement to that effect. There is no action, suit or other proceeding pending or, to the Knowledge of the Company, threatened which questions the validity of this Agreement, the Notes or the other Related Agreements or any action taken or to be taken pursuant hereto or thereto, or which could, individually or in the aggregate, have a Material Adverse Effect on GFN (US), the Company or any Subsidiary thereof. None of the Company, any member of the Company Group, nor any of their assets are immune from the jurisdiction of a court or any legal process.
 
3.19 Governmental Regulation; Margin Stock
 
. None of GFN (US), the Company or any of its Subsidiaries is subject to the Investment Company Act of 1940, as amended, or to any Applicable Laws limiting its ability to incur Indebtedness or to create Liens on any of its properties or assets to secure such Indebtedness. None of GFN (US), the Company or any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purposes of purchasing or carrying Margin Stock. The value of all Margin Stock held by GFN (US), the Company and its Subsidiaries constitutes less than 5.0% of the value, as determined in accordance with the Margin Regulations, of all assets of GFN (US), the Company and its Subsidiaries.
 
3.20 Compliance with Laws; Licenses and Permits
 
. GFN (US), the Company and each of its Subsidiaries is in compliance with all Applicable Laws in all material respects. GFN (US), the Company and each of its Subsidiaries hold all material Licenses and Permits required under Applicable Laws to own their respective assets or conduct their respective businesses as now conducted. All of the Licenses and Permits are validly issued and in full force and effect, and GFN (US), the Company and its Subsidiaries have full power and authority to operate thereunder. The Company has complied with all laws and Authorizations applicable to it or its business, in particular, in making the takeover bid for shares of Royal Wolf Holdings the Company has complied with Chapter 6 of the Corporations Act.
 
3.21 Title to Properties and Assets; Liens
 
. Each of GFN (US), the Company and its Subsidiaries has good and marketable title to all of its properties and assets (including, without limitation, all shares of Capital Stock owned or held by it), and none of such properties or assets is subject to any Liens except for the Deutsche Bank Liens and the Permitted Liens. Each of GFN (US), the Company and its Subsidiaries enjoys quiet possession under all leases to which they are parties as lessees, and all of such leases are valid, subsisting and in full force and effect. None of such leases contains any provision restricting the incurrence of indebtedness by the lessee or any unusual or burdensome provision materially adversely affecting the operations of GFN (US), the Company and its Subsidiaries as now conducted.
 
3.22 Intellectual Property
 
.
 
(a) Each of GFN (US), the Company and its Subsidiaries owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property that is used in the conduct of its business as currently conducted and as proposed to be conducted. Schedule 3.22 lists (i) all patents, patent applications, trademarks, servicemarks, trademark and servicemark applications, copyrights, trade names and domain names owned or held by GFN (US), the Company or any of its Subsidiaries and used in the conduct of its or their businesses, including the jurisdictions in which each such Intellectual Property right has been issued or registered or in which any such application for such issuance or registration has been filed; (ii) all material written licenses, sublicenses and other agreements to which GFN (US), the Company or any of its Subsidiaries is a party and pursuant to which any Person (other than employees of the Company in the course of their employment) is authorized to use any such Intellectual Property rights; and (iii) all material written licenses, sublicenses and other agreements to which GFN (US), the Company or any of its Subsidiaries is a party and pursuant to which GFN (US), the Company or any of its Subsidiaries is authorized to use any third party patents, trademarks or copyrights, including computer software which are used in the businesses of GFN (US), the Company or the Subsidiaries or which form a part of any product or service of GFN (US), the Company or its Subsidiaries other than generally distributed off-the-shelf software subject to shrink-wrap or other non-negotiated licenses or other rights ("Third Party Intellectual Property Rights"), all of which are in full force and effect. The Company has made available to the Purchaser correct and complete copies of all such patents, registrations, applications, licenses and agreements and related documentation, all as amended to date. Except as set forth on Schedule 3.22, none of GFN (US), the Company or any of its Subsidiaries has agreed to indemnify any Person for or against any infringement, misappropriation or other conflict with respect to any item of Intellectual Property that any of them owns or uses. None of GFN (US), the Company or any of its Subsidiaries is a party to any oral license, sublicense or agreement which, if reduced to written form, would be required to be listed in Schedule 3.22 under the terms of this Section 3.22(a).
 
(b) None of GFN (US), the Company or any of its Subsidiaries will be, as a result of the execution and delivery of this Agreement or any Related Agreement or the performance of any of their obligations under this Agreement or any Related Agreement, in breach of any license, sublicense or other agreement relating to the Intellectual Property or Third Party Intellectual Property Rights.
 
(c) None of GFN (US), the Company or any of its Subsidiaries has been named in any suit, action or other proceeding which involves a claim of infringement of any Intellectual Property rights of any third party. Except as disclosed in Schedule 3.22, (i) the performance of the services offered by GFN (US), the Company and its Subsidiaries do not infringe upon any Intellectual Property right of any other Person, and (ii) to the Knowledge of the Company, the Intellectual Property rights of GFN (US), the Company and its Subsidiaries are not being infringed upon by activities, products or services of any third party.
 
3.23 Brokers; Certain Expenses
 
. None of GFN (US), the Company or any of its Subsidiaries has paid or is obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with this Agreement, any Related Agreement or any of the transactions contemplated hereby or thereby. None of GFN (US), the Company or any of its Subsidiaries is bound by any agreement or commitment for the provision of investment banking or financial advisory services with respect to any proposed recapitalization, issuance of debt or equity securities or other transactions involving GFN (US), the Company or any of its Subsidiaries or the provision of any other investment banking or financial advisory services to GFN (US), the Company or any of its Subsidiaries.
 
3.24 Powers of Attorney
 
. There are no outstanding powers of attorney granted by or on behalf of GFN (US), the Company or any of its Subsidiaries.
 
3.25 Insurance
 
. Schedule 3.25 sets forth a true and complete list of all material liability and other insurance policies insuring GFN (US), the Company and its Subsidiaries against losses arising out of or related to the businesses of GFN (US), the Company and its Subsidiaries (and accurately describes the coverage carried and expiration dates of such policies) and all key man life insurance policies owned or maintained by any of such Persons. All such policies are in full force and effect. Each of GFN (US), the Company and its Subsidiaries is covered by insurance in scope and amount customary and reasonable for the businesses in which it is engaged and will be so covered after consummation of the transactions contemplated hereby.
 
3.26 Books and Records
 
. The minute books and other similar records of GFN (US), the Company and its Subsidiaries contain true and complete records of all actions taken at any meetings of the Board of Directors of GFN (US), the Company and its Subsidiaries or any committees thereof and shareholders of GFN (US), the Company and its Subsidiaries and of all written consents executed in lieu of the holding of any such meetings. The books and records of GFN (US), the Company and its Subsidiaries accurately reflect in all material respects the assets, liabilities, business, financial condition and results of operations of GFN (US), the Company and its Subsidiaries, and have been maintained in accordance with good business, accounting and bookkeeping practices.
 
3.27 Solvency
 
. Each of GFN (US), the Company and its Subsidiaries is, and immediately following the consummation of the transactions contemplated by this Agreement and the Related Agreements, each of GFN (US), the Company and its Subsidiaries will be, Solvent. None of GFN (US), the Company or any of its Subsidiaries will, by virtue of the consummation of the transactions contemplated hereby and by the Related Agreements, incur debts that will be beyond its ability to pay as they mature. No transfer of property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement and the Related Agreements with the intent to hinder, delay or defraud either present or future creditors of GFN (US), the Company or its Subsidiaries.
 
 
 
3.28 Investment Company
 
. None of GFN (US), the Company or any Subsidiary thereof is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
 
3.29 Deutsche Bank, ANZ and CBA Indebtedness
 
. The amounts available under the Deutsche Bank Credit Documents will be sufficient for the uses set forth on Schedule 2.3 and the ongoing and projected working capital needs of the Company and its Subsidiaries (in each case, when combined with the other sources set forth on Schedule 2.3). As of the Closing Date, all obligations under each of the ANZ Credit Documents, CBA Credit Documents, and Credit Suisse Documents will have been satisfied in full, and all Liens under such documents will have been terminated and discharged.
 
3.30 Certain Business Practices
 
. None of GFN (US), the Company or any of its Subsidiaries, or any director, officer, agent or employee of the Company or any of its Subsidiaries, has (a) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity, (b) made any unlawful payment or offered anything of value to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns, (c) made any other unlawful payment, or (d) violated any applicable export control, money laundering or anti−terrorism law or regulation, nor have any of them otherwise taken any action which would cause GFN (US), the Company or any of its Subsidiaries to be in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Law of similar effect.
 
3.31 Depository and Other Accounts
 
. Schedule 3.33 sets forth a true and complete list of all banks and other financial institutions and depositories at which GFN (US), the Company or any of its Subsidiaries maintains (or has caused to be maintained) deposit accounts, spread accounts, yield supplement reserve accounts, operating accounts, trust accounts, trust receivable accounts or other accounts of any kind or nature into which funds of GFN (US), the Company or any of its Subsidiaries (including funds in which any of them maintains a contingent or residual interest) is deposited from time to time. Schedule 3.33 correctly identifies the name and address of each depository, the name in which each account is held, the purpose of the account, the account number, the contact person at such depository and his or her telephone number.
 
3.32 Listing of Capital Stock
 
. Except as provided on Schedule 3.32, no Capital Stock or other securities of GFN (US), the Company or any of its Subsidiaries are listed for trading on any securities exchange
 
3.33 Disclosure
 
. No representation, warranty or other statement made by or on behalf of GFN, GFN (US), the Company, its Subsidiaries or its or their respective representatives and agents to the Purchaser, whether written or oral, whether included in any materials provided to the Purchaser prior to the date hereof or included in this Agreement, any Related Agreement, any Exhibit, Schedule or in any other document or instrument delivered at any time prior to or at the Closing, is, or will be, untrue with respect to any material fact or omits, or will omit, to state a material fact necessary in order to make the statement made herein or therein, in light of the circumstances in which such statement was made, not misleading. No member of the Company Group has withheld from the Purchaser any document, information or other fact that may be material to the decision of a reasonable person in the position of the Purchaser to enter into and consummate the transactions contemplated by this Agreement or any Related Agreement to which it is expressed to be a party. All copies of documents given by the Company, any member of the Company Group, or on its or their behalf to the Purchaser or any of the Purchaser’s lawyers, consultants or agents are true and complete copies, as at the date provided.
 
3.34 Indenture
 
. Each of GFN (US), the Company and its Subsidiaries is and will remain an “Unrestricted Subsidiary” (as defined in the Indenture). The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not and will not violate or require any consent or approval of any third party under the Indenture.
 
4.
REPRESENTATIONS AND WARRANTIES OF GFN.
 
GFN hereby represents and warrants to the Purchaser that the following statements are true and correct as of the date hereof and as of the Closing:
 
4.1 Organization and Good Standing
 
. GFN is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. GFN has all corporate power and authority, and all Licenses and Permits, necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted. GFN has the requisite corporate power and authority to enter into this Agreement and each Related Agreement to which it is a party and to consummate the transactions contemplated hereby and by the Related Agreements.
 
4.2 Authorization; Binding Obligations
 
. The execution, delivery and performance by GFN of this Agreement and each of the Related Agreements, and the consummation of the other transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of GFN. This Agreement has been duly executed and delivered by GFN, and, at the Closing, each of the Related Agreements will be duly executed and delivered by GFN that it is a party thereto. This Agreement is, and each Related Agreement will at the time of the Closing be, a legal, valid and binding obligation of GFN, enforceable against GFN in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.
 
4.3 No Violation; Existing Defaults; Senior Indebtedness
 
.
 
(a) The execution, delivery and performance by GFN of this Agreement and each of the Related Agreements by GFN, the issuance, sale and delivery of any Common Stock under the Convertible Note, and the consummation of the other transactions contemplated hereby and thereby do not and will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (i) the charter or bylaws of GFN; (ii) any Applicable Laws; or (iii) any term of any lease, credit agreement, indenture, note, mortgage, instrument or other agreement to which GFN is a party or by which any of its properties or assets are bound.
 
(b) Except as set forth in Schedule 4.3(b), GFN is not in default, breach or violation of (i) its charter or bylaws, (ii) any term of any material lease, credit agreement, note, instrument or other agreement to which it is a party or by which any of its properties or assets are bound or (iii) any Applicable Laws such that the default, breach or violation would result in a Material Adverse Effect. Without limiting the generality of the foregoing, except as set forth in Schedule 4.3(b), no "default" or "event of default" or other breach has occurred and is continuing under any agreement, instrument or other document to which GFN is a party which evidences or governs any Indebtedness of GFN.
 
(c) There are no and will not be any contractual or other restrictions or limitations which prohibit the issuance, sale and delivery by GFN of Common Stock upon conversion, if any, of the Convertible Note.
 
4.4 Validity and Issuance of Common Stock
 
. GFN shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance or delivery upon conversion of the Convertible Note, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion. The Common Stock shall, when issued or delivered in accordance with the Convertible Note, be duly and validly issued and fully paid and non-assessable and free and clear of any Liens or adverse claims and shall not be subject to preemptive or other rights in favor of any Person.
 
4.5 Subsidiaries
 
.
 
(a) Schedule 4.5 sets forth a true, correct and complete list of all direct and indirect Subsidiaries of GFN (other than Subsidiaries of GFN (US)), setting forth, as to each such Subsidiary, its name, the jurisdiction of its formation, the address of its principal executive offices, the number of outstanding shares of its Capital Stock and the number of such outstanding shares owned, directly or indirectly, by GFN. Each such Subsidiary is duly organized, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation and has all power and authority, and all Licenses and Permits, necessary to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted.
 
(b) All of the outstanding Capital Stock of each such Subsidiary of GFN has been duly authorized and is validly issued, fully paid and non-assessable, and is owned by GFN or its Subsidiaries as specified in Schedule 4.5, in each case free and clear of any Liens and of any other restrictions (including any restrictions on the right to vote, sell or otherwise dispose of such Capital Stock) except for Liens set forth on Schedule 4.5.
 
4.6 Governmental and Other Third-Party Consents
 
. Except for the entry of an order or orders by the SEC declaring effective a registration statement or statements relating to the Common Stock issuable upon any conversion of the Convertible Note, neither GFN nor any of its Subsidiaries or other Affiliates is required to obtain any Consent in connection with execution, delivery or performance of this Agreement or any Related Agreement, the issuance of Common Stock upon any conversion of the Convertible Note, the issuance, sale and delivery of the Securities or the grant of the Liens in favor of the Purchaser, or for the purpose of maintaining in full force and effect any Licenses and Permits, from (a) any Governmental Authority or (b) any other Person, except for Consents that shall have been obtained as of the Closing.
 
4.7 Certain Changes
 
.
 
(a) Except as set forth in Schedule 4.7(a), since June 30, 2016, there has not been any Material Adverse Change with respect to GFN.
 
(b) Neither GFN nor any of its Subsidiaries (i) is contemplating the filing of a petition under the Bankruptcy Laws, or the liquidation of all or any major portion of its or their assets or properties, or (ii) is aware of any Person contemplating the filing of any petition against GFN or any of its Subsidiaries under the Bankruptcy Laws.
 
(c) GFN is not aware of any fact or circumstance that would cause GFN's independent public accountants to render a qualified opinion with respect to the consolidated financial statements of GFN and its Subsidiaries for the fiscal year ending June 30, 2016.
 
4.8 No Undisclosed Liabilities
 
. Neither GFN nor any of its Subsidiaries (other than GFN (US) and its Subsidiaries) has any liabilities or obligations, whether accrued, absolute, contingent or otherwise (whether individually or in the aggregate), required to be disclosed on the face of a consolidated balance sheet prepared in accordance with GAAP; except for (i) liabilities and obligations reflected in the Financial Statements most recently filed with the SEC prior to the date of this Agreement; (ii) obligations and liabilities under this Agreement and the Related Agreements; and (iii) liabilities or obligations that have arisen in the ordinary course of business since March 31, 2017.
 
4.9 Litigation
 
. There are no (a) actions, suits, proceedings or investigations pending or, to the Knowledge of the Company, threatened before any Governmental Authority against GFN or any of its Subsidiaries or (b) orders, decrees, judgments, injunctions or rulings of any Governmental Authority against GFN or any of its Subsidiaries.
 
4.10 Brokers; Certain Expenses
 
. Neither GFN nor any of its Subsidiaries has paid or is obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with this Agreement, any Related Agreement or any of the transactions contemplated hereby or thereby. Neither GFN nor any of its Subsidiaries is bound by any agreement or commitment for the provision of investment banking or financial advisory services with respect to any proposed recapitalization, issuance of debt or equity securities or other transactions involving GFN or any of its Subsidiaries (other than the Company and its Subsidiaries) or the provision of any other investment banking or financial advisory services to GFN or any of its Subsidiaries (other than the Company and its Subsidiaries).
 
4.11 GFN SEC Documents
 
. As of their respective dates, the GFN SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and none of the GFN SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of GFN included in the GFN SEC Documents (collectively, the "Financial Statements") complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q and the rules and regulations of the SEC) applied on a consistent basis during the periods involved and fairly present the consolidated financial position of GFN and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). GFN has timely filed with, and furnished or otherwise transmitted to, the SEC all GFN SEC Reports. Each GFN SEC Report, at the time it was filed, complied as to form in all material respects with the requirements of the Securities Act and the Securities Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such GFN SEC Reports.
 
4.12 Disclosure
 
. No representation, warranty or other statement made by or on behalf of GFN, its Subsidiaries or its or their respective representatives and agents to the Purchaser, whether written or oral, whether included in any materials provided to the Purchaser prior to the date hereof or included in this Agreement or any Related Agreement or in any Exhibit or Schedule or in any other document or instrument delivered at any time prior to the Closing, is, or will be, untrue with respect to any material fact or omits, or will omit, to state a material fact necessary in order to make the statement made herein or therein, in light of the circumstances in which such statement was made, not misleading.
 
5.
REPRESENTATIONS AND WARRANTIES OF GFN (US)
 
GFN (US) and GFN jointly and severally hereby represent and warrant to the Purchaser that the following statements are true and correct as of the date hereof and as of the Closing:
 
5.1 Organization and Good Standing
 
. GFN (US) is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation. GFN (US) has all corporate power and authority, and all Licenses and Permits, necessary to own or lease and operate its properties and assets and to carry on its business as now being conducted. GFN (US) has the requisite corporate power and authority to enter into this Agreement and each Related Agreement to which it is a party and to consummate the transactions contemplated hereby and by the Related Agreements.
 
5.2 Authorization; Binding Obligations
 
. The execution, delivery and performance by GFN (US) of this Agreement and each of the Related Agreements by GFN (US) and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of GFN (US). This Agreement has been duly executed and delivered by GFN (US), and, at the Closing, each of the Related Agreements will be duly executed and delivered by GFN (US). This Agreement is, and each Related Agreement will at the time of the Closing be, a legal, valid and binding obligation of GFN (US), enforceable against GFN (US) in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.
 
5.3 No Violation; Existing Defaults
 
.
 
(a) The execution, delivery and performance by GFN (US) of this Agreement and each of the Related Agreements and the consummation of the transactions contemplated hereby and thereby do not and will not violate or conflict with, or cause a default under, or give rise to a right of termination under, (i) the charter or bylaws (and similar organization documents) of GFN (US), as in effect on the date hereof; (ii) any Applicable Laws; or (iii) any term of any lease, credit agreement, indenture, note, mortgage, instrument or other agreement to which GFN (US) is a party or by which any of its properties or assets are bound.
 
(b) Except as set forth in Schedule 5.3(b), GFN (US) is not in default, breach or violation of (i) its charter or bylaws (and similar organization documents), as in effect on the date hereof, (ii) any material term of any material lease, credit agreement, note, instrument or other agreement to which it is a party or by which any of its properties or assets are bound or (iii) any Applicable Laws. Without limiting the generality of the foregoing, except as set forth in Schedule 5.3(b), no "default" or "event of default" or other breach has occurred and is continuing under any agreement, instrument or other document to which GFN (US) is a party which evidences or governs any Indebtedness of GFN (US).
 
6.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.
 
The Purchaser represents and warrants to the Company Group that the following statements are true and complete as of the date hereof:
 
6.1 Organization and Good Standing
 
. The Purchaser is a limited partnership formed and validly existing under the laws of the State of Delaware, and has all requisite power and authority to enter into this Agreement and each Related Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby.
 
6.2 Authorization
 
. The execution, delivery and performance of this Agreement and of each of the Related Agreements to which the Purchaser is a party, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser.
 
6.3 Due Execution and Delivery; Binding Obligations
 
. This Agreement has been duly executed and delivered by the Purchaser. This Agreement is, and at the time of the Closing each Related Agreement to which the Purchaser is a party will be, a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors' rights generally or by equitable principles relating to enforceability and except as rights of indemnity or contribution may be limited by federal or state securities or other laws or the public policy underlying such laws.
 
6.4 No Violation
 
. The execution, delivery and performance by the Purchaser of this Agreement and each Related Agreement to which the Purchaser is a party, and the consummation of the transactions contemplated hereby, do not violate (a) any law, statute, rule or regulation applicable to the Purchaser, (b) the limited partnership agreement of the Purchaser in effect on the date hereof, (c) any order, ruling, judgment or decree of any Governmental Authority binding the Purchaser or (d) any term of any material indenture, mortgage, lease, agreement or instrument to which the Purchaser is a party.
 
6.5 Investment Intent
 
. The Purchaser is acquiring the Notes for its own account, for investment purposes, and not with a view to or for sale in connection with any distribution thereof. The Purchaser understands that issuance and sale of the Notes have not been registered under the Securities Act or registered or qualified under any state securities law in reliance upon specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of the Purchaser's investment intent as expressed herein.
 
6.6 Accredited Investor Status
 
. The Purchaser is an "accredited investor" (as such term is defined in Rule 501 of Regulation D under the Securities Act). By reason of its business and financial experience, the Purchaser has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the investment in the Notes, has the capacity to protect its own interests, and is able to bear the economic risk of such investment. The Purchaser has had an opportunity to review the books and records of the Company Group and to ask questions of representatives of the Company Group concerning the terms and conditions of the transactions contemplated by this Agreement.
 
6.7 Purchaser Consents
 
. The execution and delivery by the Purchaser of this Agreement and each of the Related Agreements to which it is a party, and the consummation by the Purchaser of the transactions contemplated hereby, do not and will not require the Consent of any Governmental Authority or any other Person to be obtained or made by Purchaser, other than Consents that have already been obtained or made by Purchaser.
 
6.8 Brokers
 
. Neither the Purchaser nor any of its Affiliates have paid or are obligated to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with this Agreement, any Related Agreement or any of the transactions contemplated hereby or thereby.
 
7.
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASER.
 
The obligation of the Purchaser to consummate the transactions contemplated hereby are subject to the satisfaction, prior to or at the Closing, of the conditions set forth in this Section 7; provided, however, that any or all of such conditions may be waived, in whole or in part, by the Purchaser in its sole and absolute discretion:
 
7.1 Representations and Warranties; No Default
 
. Each of the representations and warranties made by the Company, GFN, GFN (US) and the other members of the Company Group contained in this Agreement shall be true and correct as of the date made, and shall be true and correct in all material respects (except such representations and warranties that are “materiality” or “Material Adverse Effect” qualified, in which case such representations and warranties must be true and correct in all respects) as of the Closing Date, with the same effect as if made on and as of the Closing Date. Each of the covenants, agreements and obligations of the Company, GFN, GFN (US) and the other members of the Company Group under this Agreement to be performed or satisfied by it or them on or prior to the Closing Date shall have been performed or satisfied by it or them on or before the Closing Date; no Default or Event of Default shall exist or have occurred; and no Default or Event of Default shall exist or result from the issuance and sale of the Securities or the other transactions contemplated by this Agreement. Each of the Company, GFN, GFN (US) and other members of the Company Group shall have delivered to the Purchaser an officers' certificate, signed by the President and the Chief Financial Officer of each such entity, dated as of the Closing Date, to such effect and to the effect that each of the other conditions set forth in this Section 7.1 have been satisfied and fulfilled.
 
7.2 Closing and Other Fees
 
. The Company shall have paid to the Purchaser (a) a non- refundable, non-accountable closing fee of US$800,000 (“Closing Fee”), plus (b) all costs and expenses required to be reimbursed by the Company under Section 15.10 hereof, which such amounts shall be withheld by the Purchaser from the Purchase Price and which withholding shall constitute payment in full of the Company's obligation with respect to such closing fee.
 
7.3 Purchase Permitted By Applicable Laws
 
. The consummation of the transactions contemplated by this Agreement and any Related Agreement shall not be prohibited by or violate any Applicable Laws. Without limiting the generality of the foregoing, the consummation of the transactions contemplated hereby shall otherwise comply with all applicable requirements of federal securities and state securities or "blue sky" laws and similar laws of Australia.  
 
7.4 No Material Adverse Changes
 
. Since the date of this Agreement, there shall not have occurred a Material Adverse Effect with respect to any member of the Company Group. Since the date of this Agreement, there shall not have occurred any material adverse change, as reasonably determined by the Purchaser, in the financial or capital markets generally, or in the markets for subordinate debt or warrants or other equity securities in each case that has caused or could reasonably be expected to adversely impact the Purchaser's investment in the Notes.
 
7.5 No Injunction or Order
 
. There shall not have been issued any injunction, order, decree or ruling that prohibits or limits any of the transactions contemplated by this Agreement or the Related Agreements, and there shall not be any action, suit, proceeding or investigation pending or, to the Knowledge of the Company, threatened against GFN of any of its Subsidiaries that (a) draws into question the validity, legality or enforceability of this Agreement or any of the Related Agreements or the consummation of the transactions contemplated hereby or thereby or (b) might result, in the judgment of the Purchaser, in the imposition of a penalty if the Securities were delivered as contemplated hereunder or in any Material Adverse Change for any member of the Company Group.
 
7.6 Opinion of Counsel
 
. The Purchaser shall have received opinion letters from Gilbert + Tobin and Morrison & Foerster LLP, counsel to the Issuers, dated the Closing Date and addressed to the Purchaser, in customary form and substance reasonably satisfactory to the Purchaser and its legal counsel.
 
7.7 Delivery of Certain Closing Documents
 
. The Company Group shall have delivered or caused to be delivered to the Purchaser the following closing documents:
 
(a) The Notes, duly executed by the Issuers;
 
(b) The Convertible Note, executed by GFN;
 
(c) The Registration Rights Agreement, duly executed by GFN;
 
(d) The Board Observer Agreement duly executed by GFN;
 
(e) The Guaranty(ies), duly executed by the Guarantor(s);
 
(f) The Pledge Agreement(s) (with the original stock certificates pledged thereby with undated stock transfer forms executed in blank), duly executed by the Pledgors;
 
(g) The CHESS Agreement(s), duly executed by each party thereto other than the Purchaser;
 
(h) The Additional Australian Agreement(s) (with the original stock certificates and share transfer forms pledged thereby), duly executed by the Additional Pledgors;
 
(i) Unanimous Board and Shareholder approval of the Additional Guarantors and Additional Pledgors approving the execution and entry into by the Additional Pledgors and Additional Guarantors of the Additional Australian Agreement(s) and the CHESS Agreements, in such form as approved by Purchaser in its discretion;
 
(j) [not used]; and
 
(k) [not used].
 
7.8 Additional Documents
 
. The Company shall have delivered to the Purchaser at or prior to the Closing the following collateral documents, each dated as of the Closing Date:
 
(a) Evidence in a form that is reasonably satisfactory to the Purchaser of security interests in the Collateral;
 
(b) [not used];
 
(c) [not used]; and
 
(d) Such other documents relating to the Collateral as the Purchaser may reasonably request in order to create, charge, file, amend, maintain or perfect (as applicable) the Liens in favor of the Purchaser pursuant to the Pledge Agreement, the Additional Australian Agreements, and the other Collateral Documents.
 
7.9 Delivery of Corporate Documents of the Company
 
. The Company shall have delivered to the Purchaser at or prior to the Closing the following corporate documents with respect to the Company:
 
(a) Certified copies of its constitution as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date;
 
(b) [not used];
 
(c) Resolutions of its Board of Directors approving and authorizing the execution and delivery of this Agreement, the Notes and the other Related Agreements to which it is a party and the consummation of the transactions contemplated thereby, certified by its Secretary as being in full force and effect as of the Closing Date;
 
(d) [not used]; and
 
(e) [not used].
 
7.10 Delivery of Subsidiary Corporate Documents
 
. The Company shall have delivered to the Purchaser at or prior to the Closing the following corporate documents with respect to each Subsidiary of the Company:
 
(a) Certified copies of its constitution as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date (the “Subsidiary Charters”);
 
(b) [not used];
 
(c) Resolutions of its Board of Directors approving and authorizing the execution and delivery of the Related Agreements to which it is a party and the consummation of the transactions contemplated thereby; and
 
(d) [not used].
 
7.11 Delivery of GFN and GFN (US) Corporate Documents
 
. Each of GFN and GFN (US) shall have delivered to the Purchaser at or prior to the Closing the following corporate documents with respect to such entity:
 
(a) Certified copies of its charter or similar organizational documents as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date;
 
(b) A good standing (or similar) certificate and, if available, a good standing (or similar) tax certificate, issued by the applicable Governmental Authority, in each case dated as of a recent practicable date prior to the Closing Date;
 
(c) Foreign good standing (or similar) certificates from each jurisdiction in which it is required to be qualified to transact business as a foreign corporation or other entity, in each case dated as of a recent practicable date prior to the Closing Date;
 
(d) Copies of its bylaws or similar governing document as amended through the Closing Date, certified by its Secretary as being in full force and effect as of the Closing Date;
 
(e) Resolutions of its Board of Directors approving and authorizing the execution and delivery of the Related Agreements to which it is a party and the consummation of the transactions contemplated thereby;
 
(f) [not used]; and
 
(g) Incumbency certificates of its officers who are authorized to execute, deliver and perform this Agreement, the Related Agreements and any other agreements, instruments, certificate or other documents required to be executed by it in connection herewith.
 
7.12 Repayment of Existing Indebtedness and Termination of Liens
 
. Except for non-material Indebtedness (that does not include Indebtedness for borrowed money) of Royal Wolf Holdings and its Subsidiaries incurred in the ordinary course of business prior to or simultaneously with the Closing, GFN (US), the Company and each of its Subsidiaries shall have paid in full all Indebtedness other than either (i) the Existing Bank Indebtedness, or (ii) the Deutsche Bank Indebtedness, and shall have terminated and released in full any and all Liens other than either (i) the Existing Liens (provided that none of such Existing Liens extend to any assets of GFN (US), Holdings, or Finance), or (ii) the Deutsche Bank Liens, and the Company shall have delivered to the Purchaser written evidence of the same that is satisfactory to Purchaser.
 
7.13 Insurance
 
. The Company shall deliver to the Purchaser evidence of compliance with the requirements of Section 9.6 with respect to the Purchaser.
 
7.14 Third Party Consents
 
. GFN and each of its Subsidiaries shall have obtained all Consents required to be obtained in connection with the transactions contemplated by this Agreement and delivered evidence thereof to the Purchaser, such evidence to be in such form as approved by Purchaser in its reasonable discretion.
 
7.15 Use of Proceeds
 
. Upon the Closing, the debt and equity interests of the Purchaser and its Affiliates in the GFN (US) Entities will be as set forth on Schedule 2.3, and the Company and its Subsidiaries will have access to the funds set forth on such Schedule.
 
7.16 No Cease Trade Orders
 
. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the GFN Common Stock or any other securities of GFN shall have been issued or made by any Governmental Authority or securities exchange and shall be continuing in effect and no proceedings for that purpose shall have been instituted or shall be pending, contemplated or threatened by any such authority or under any Applicable Laws.
 
7.17 Documents in Satisfactory Form
 
. All proceedings taken prior to or at the Closing in connection with the issuance and sale of the Securities, the grant of Liens in favor of the Purchaser and the consummation of the other transactions contemplated hereby and in the Related Agreements, and all papers and other documents relating thereto, shall be in form and substance satisfactory to the Purchaser and its legal counsel, and the Purchaser shall have received copies of such documents and papers, all in form and substance reasonably satisfactory to the Purchaser and its counsel, all such documents, where appropriate, to be counterpart originals and/ or certified by proper authorities, corporate officials and other Persons. Without limiting the generality of the foregoing, the Company shall have made such arrangements as may be requested by the Purchaser for the direct payment to the Purchaser's third party service providers of the costs and expenses incurred by the Purchaser, as provided in Section 15.10.
 
7.18 Off-Market Takeover Bid
 
. The Company must not amend or vary, waive any condition of, or allow any amendment or variation to, the off-market takeover bid as provided in the Bidder’s Statement attached hereto as Exhibit I (the “Bidder’s Statement”) and must not amend or vary, waive any condition of, or allow any amendment or variation to the Bid Implementation Agreement also attached hereto in Exhibit J without the Purchaser’s prior written consent (which may be withheld in its sole discretion) or issue a supplementary bidder's statement to the Bidder's Statement without the Purchaser’s prior written consent, provided that nothing in this Agreement shall restrict the Company from issuing a supplementary bidder’s statement if the Company is required to do so to comply with applicable law. The condition in Section 9.8(a) of the Bidder’s Statement must have been fulfilled or waived, and the conditions in Sections 9.8(b) to (j) of the Bidder’s Statement must not have been triggered during the takeover bid offer period or, if a condition in Section 9.8(b) to (j) has been triggered, it must have been waived with the Purchaser’s consent as contemplated in this Section 7.18. The Company shall have delivered evidence of the foregoing to Purchaser including (if applicable) by providing a copy of the notice served on Royal Wolf Holdings in accordance with Section 650F of the Corporations Act, declaring that the Company has freed the offers from all relevant defeating conditions.
 
7.19 Transfer of Capital Stock/Delivery of Shares and Stock Transfer Forms
 
. On or prior to the Closing Date, GFN (US) must have transferred any and all of the Capital Stock it holds in Royal Wolf Holdings to Holdings free and clear of all Liens and have delivered written confirmation to the Purchaser of same, including such information or evidence as the Purchaser may reasonably require in relation to same.  (b) On or prior to the Closing Date, GFN (US) must have delivered to Purchaser stock certificates evidencing all of the issued and outstanding shares (together with undated stock transfer forms executed in blank) of Holdings.  (c) On or prior to the Closing Date, GFN (US) must have delivered to Purchaser stock certificates evidencing all of the issued and outstanding shares (together with undated stock transfer forms executed in blank) of Finance.  (d) On or prior to the Closing Date, GFN (US) and/or Holdings must have entered into one or more CHESS sponsorship agreement(s) substantially in the form attached hereto as Exhibit K or in a form approved by Purchaser (the “CHESS Agreement”) relating to 51% of the issued and outstanding shares (together with undated stock transfer forms executed in blank) of Royal Wolf Holdings. (e) At the earliest possible time permitted under the terms of the takeover bid set out in the Bidder’s Statement, Holdings must have entered into one or more CHESS Agreements relating, in aggregate with those shares referenced in (d) above, to at least 90% of the issued and outstanding shares (together with undated stock transfer forms executed in blank) of Royal Wolf Holdings. At or prior to Closing, Bison shall (x) be entitled to have registered its perfected, first priority security interest in the shares referenced in subclauses (d) and (e), above with the Personal Property Securities Registrar of Australia, and such perfected, first priority security interest shall be in full force and effect at the Closing, and (y) have executed and delivered to it such other documents (if any) as may be necessary to confirm and evidence its perfected, first priority security interest in all such shares.
 
8.
CONDITIONS TO THE OBLIGATIONS OF THE COMPANY GROUP.
 
The obligation of the Company Group to consummate the transactions contemplated hereby is subject to the satisfaction, prior to the Closing, of the conditions set forth in this Section 8; provided, however, that any or all of such conditions may be waived, in whole or in part, by GFN in its sole and absolute discretion:
 
8.1 Representations and Warranties
 
. The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects at and as of the Closing Date after giving effect to the transactions contemplated by this Agreement, as if made on and as of such date, and the Purchaser shall have performed or satisfied all of its covenants and agreements hereunder to be performed or satisfied on or prior to the Closing Date.
 
8.2 Purchase Permitted By Applicable Laws
 
. The consummation of the transactions contemplated by this Agreement shall not be prohibited by or violate in any material respect any Applicable Laws, and shall not be enjoined (temporarily or permanently) under, or prohibited by or contrary to, any injunction, order or decree. Without limiting the generality of the foregoing, the consummation of the transactions contemplated hereby shall otherwise comply in all material respects with all applicable requirements of federal and state securities laws.
 
8.3 No Material Judgment or Order
 
. There shall not be any judgment, ruling or order of any Governmental Authority which, in the reasonable judgment of GFN, would prohibit the issuance or delivery of the Securities, or subject GFN or its Subsidiaries to any material penalty if the Securities were to be delivered hereunder.
 
8.4 Payment for the Securities
 
. The Purchaser shall have delivered to the Company the Purchase Price required to be paid by Section 2.1.
 
9.
AFFIRMATIVE COVENANTS.
 
The covenants set forth in this Section 9 shall survive until all Indebtedness (including, without limitation, all principal of, premium, if any, and interest) and other amounts owing under the Notes has been paid in full. The Company Group shall comply, or cause the applicable party to comply, with all such, covenants beginning as of the date first written above unless, as expressly provided in this Section 9 below, such compliance is to start at a later date.
 
9.1 Payments with Respect to the Notes
 
. The Issuers shall pay all principal of, premium, if any, interest and other amounts due pursuant to the terms of the Notes on the dates and in the manner provided for therein including, without limitation, all mandatory prepayments of principal of and interest on the Notes as specifically required under the terms of the Notes.
 
9.2 Information Covenants
 
. The Company shall furnish to the Purchaser:
 
(a) As soon as available, but no later than 120 days after the end of each fiscal year of GFN, (i) the audited consolidated balance sheets of GFN and its Subsidiaries at the end of such year, and (ii) the related audited consolidated statements of income, stockholders' equity and cash flows for such fiscal year, setting forth in comparative form with respect to such financial statements figures for the previous fiscal year, all in reasonable detail, together with the opinion thereon of independent public accountants selected by GFN and reasonably satisfactory to the Purchaser (it being understood that the current accountants of the Company are satisfactory to the Purchaser), which opinion shall be unqualified and shall state that such financial statements have been prepared in accordance with GAAP applied, or IFRS, as applicable, on a basis consistent with that of the preceding fiscal year (except for changes, if any, which shall be specified and approved by the Purchaser in advance of the delivery of such opinion) and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; provided, however, that such accountants' certification may be limited to the consolidated financial statements; provided further, however, that the Company shall not be required to furnish to the Purchaser the information set forth in this clause (a) if GFN is required to file with the SEC, by the time such information is required to be furnished to the Purchaser under this clause (a), the information, documents and other reports required to be filed with the SEC pursuant to Sections 13, 14 or 15(d) of the Exchange Act;
 
(b) As soon as available, but no later than 55 days after the end of each of the first three (3) quarterly accounting periods in each fiscal year of GFN, (i) the unaudited consolidated balance sheet of GFN and its Subsidiaries as at the end of such period, and (ii) the related unaudited consolidated statements of income and cash flows for such period and for the period from the beginning of the current fiscal year to the end of such period, all in reasonable detail and signed by the Chief Financial Officer of GFN; provided, however, that the Company shall not be required to furnish to the Purchaser the information set forth in this clause (b) if the Company is required to file with the SEC, by the time such information is required to be furnished to the Purchaser under this clause (b), the information, documents and other reports required to be filed with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act;
 
(c) [intentionally omitted];
 
(d) As soon as available, but no later than 120 days after the end of each fiscal year of the Company, (i) the audited consolidated balance sheets of the Company and its Subsidiaries at the end of such year, and (ii) the related audited consolidated statements of income, stockholders' equity and cash flows for such fiscal year, setting forth in comparative form with respect to such financial statements figures for the previous fiscal year, all in reasonable detail, together with the opinion thereon of independent public accountants selected by GFN and reasonably satisfactory to the Purchaser, which opinion shall be unqualified and shall state that such financial statements have been prepared in accordance with GAAP applied, or IFRS, as applicable, on a basis consistent with that of the preceding fiscal year (except for changes, if any, which shall be specified and approved by the Purchaser in advance of the delivery of such opinion) and that the audit by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; provided, however, that such accountants' certification may be limited to the consolidated financial statements;
 
(e) As soon as available, but no later than 55 days after the end of each of the first 3 quarterly accounting periods in each fiscal year of the Company, (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such period, and (ii) the related unaudited consolidated statements of income and cash flows for such period and for the period from the beginning of the current fiscal year to the end of such period, all in reasonable detail and signed by the Chief Financial Officer of the Company;
 
(f) as soon as available, but in any event within 30 days after the end of each of the first 11 months of each fiscal year of the Company (commencing with the fiscal month following the Closing), a consolidated balance sheet of the Company and its Subsidiaries as of the end of such month, and the related consolidated statements of income or operations, shareholders' equity and cash flows for such month and for the portion of the Company’s fiscal year than ended setting forth in each case in comparative form for the corresponding month of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and duly certified by the chief executive officer, chief financial officer, treasurer or controller of the Company;
 
(g) Promptly (but not later than 5 Business Days) after their becoming available, copies of any material notices and other material communications from the SEC or from any other Governmental Authority which specifically relate to GFN or any of its Subsidiaries;
 
(h) Promptly (but not later than 5 Business Days) following receipt thereof, copies of all audit reports and management letters, if any, submitted to (i) on and from the date hereof, the Company or Finance and (ii) on and after the Closing Date, to the Company or any of its Subsidiaries, in each case by independent public accountants in connection with each interim or special audit of the books of any such Person made by such accountants and copies of all financial statements, reports, notices and proxy statements, if any, sent by any such Person to its stockholders generally;
 
(i) As soon as practicable (but not later than 5 Business Days) following, notice of: (i) the institution or commencement of any action, suit, proceeding or investigation by or against or affecting the Company or any of its Subsidiaries or any of its or their respective assets involving the SEC or a securities exchange; (ii) any litigation or proceeding instituted by or against the Company or any of its Subsidiaries, or any judgment, award, decree, order or determination relating to any litigation or proceeding involving the Company or any of its Subsidiaries that could have a Material Adverse Effect on the Company and its Subsidiaries, individually or taken as a whole; and (iii) the imposition or creation of any Lien against any asset of the Company or any of its Subsidiaries other than renewals or extensions of Deutsche Bank Liens and other than Permitted Liens; provided, that at the time the information is so furnished, it shall not contain any untrue statement of a material fact and shall not omit to state a material fact known to the Company or any Subsidiary thereof necessary in order to make the statements contained therein not misleading in light of the circumstances under which such information is furnished;
 
(j) As soon as practicable (but not later than 5 Business Days) following receipt or issuance by Royal Wolf Holdings or any of its Subsidiaries, true and complete copies of (i) all covenant compliance certificates, budgets, financials, projections, requests for waivers, notices of default, requests for amendments or other material documents relating to any agreements, instruments or other documents evidencing or governing any Indebtedness, and (ii) any agreements, instruments and other material documents relating to any Indebtedness entered into by GFN (US) or any of its Subsidiaries;
 
(k) Not later than the 45th day after the end of each fiscal quarter of each fiscal year of the Company, a certificate of the Chief Financial Officer of the Company, in substantially the form of Exhibit L (a "Compliance Certificate"), setting forth, among other things, the calculations required to establish compliance with the financial covenants set forth in Section 10.15 and the absence of Liens except as permitted under Section 10.2, in each case, with respect to such quarterly period; provided, that at the time the information is so furnished, it shall not contain any untrue statement of a material fact, shall be complete and correct in all material respects to the extent necessary to give the Purchaser sufficient and accurate knowledge of the subject matter thereof, and shall not omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances under which such information is furnished;
 
(l) Concurrently with its delivery to the members of the Board of GFN, true and complete copies of all Company reports, budgets, materials and other information furnished to such Board members including but not limited to in contemplation of, or in response to subsequent information requests made at, a Board meeting with respect to GFN or the Company or its Subsidiaries including, but not limited to, in contemplation of, or in response to subsequent information requests made at, a Board meeting (subject to the limitation in the last sentence of Section 9.5), including, without limitation, copies of the information package delivered to such Board members in connection with, or in response to subsequent information requests made at, each Board meeting, which package shall consist of (i) financial statements; (ii) financial ratio analysis and departmental cost accounting information; (iii) an executive summary with respect to performance; and (iv) such additional information as may be included therein; provided, however, that if the information package for any quarter or the annual operating budget for any fiscal year is not delivered to the Board members with respect to any particular quarter or fiscal year, as the case may be, the Company shall nonetheless deliver the same to the Purchaser within 30 days after the end of such quarter or not later than 30 days prior to the commencement of such fiscal year, as the case may be; and, provided, further, that if a Default or Event of Default has occurred and is then existing, then the Company shall provide information packages as described in this paragraph not later than the 25th day after the end of each month; and provided, further, the Company shall not be required to deliver any reports, budgets, materials and other information to Purchaser, or portions thereof, if the delivery of such information would, in the opinion of legal counsel of GFN or any its Subsidiaries, cause GFN or any of its Subsidiaries to lose attorney-client privilege with respect to such reports, budgets, materials and other information furnished to such Board members not later than the 25th day after the end of each month.
 
(m) Promptly after its request, true and complete copies of such other information concerning the business, affairs and condition of GFN, GFN (US), the Company and its Subsidiaries as the Purchaser may from time to time reasonably request;
 
(n) As soon as practicable (but within 10 Business Days of the establishment thereof), written notice of the establishment of any new deposit account, spread account, yield supplement reserve account, operating account, trust account, trust receivable account or other account of any kind or nature into which material funds of GFN (US) or any of its Subsidiaries (including funds in which the Company maintain a contingent or residual interest) will be deposited from time to time;
 
(o) As soon as practicable (but not later than 5 Business Days) after any member of the Company Group has knowledge of a breach of any representation, warranty or covenant of any member of the Company Group set forth in this Agreement or any Related Agreement, written notice of such breach;
 
(p) As soon as practicable (but not later than 2 Business Days) after receipt or delivery by any Deutsche Bank Loan Party of any written communication to or from a Deutsche Bank Lender that is required under or given pursuant to the Deutsche Bank Credit Documents, a copy of such written communication; and
 
(q) As soon as practicable (but not later than 2 Business Days) after any member of the Company Group has knowledge of a review event, breach of any representation, warranty or covenant, default or event of default under the Deutsche Bank Credit Documents, together with all correspondence relating thereto.
 
9.3 Performance of Related Agreements
 
. GFN (US) and its Subsidiaries (to the extent that they are parties thereto) shall perform, comply in all material respects with and observe in all material respects all of its obligations under the Related Agreements, the ANZ Credit Documents, the CBA Credit Documents, and the Credit Suisse Credit Documents.
 
9.4 Legal Existence; Compliance with Laws
 
. Each GFN (US) Entity shall (a) maintain its legal existence; (b) maintain all properties which are reasonably necessary for the conduct of such business, now or hereafter owned, in good repair, working order and condition; (c) take all actions necessary to maintain and keep in full force and effect all of its Licenses and Permits necessary for the conduct of its business as from time to time conducted; (d) comply in all material respects with all Applicable Laws (including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended, or any Applicable Law of similar effect) in respect of the conduct of its business and the ownership of its properties in the jurisdictions in which it conducts its business, and (e) perform and observe all the terms and provisions of each material Contract to be performed or observed by it, and maintain each such material Contract in full force and effect, enforce each such material Contract in accordance with its terms; provided, however, that nothing in this Section 9.4 shall be interpreted to restrict or in any manner affect, so long as each GFN (US) Entity confirms, reestablishes or ratifies (as may be necessary) all security interests of Purchaser in the Collateral and all guarantees for the benefit of Purchaser contemplated in this Agreement and the Related Agreements: (i) any GFN (US) Entity’s right to merge or consolidate with another GFN (US) Entity or liquidate and dissolve if all of its assets (net of liabilities, if such liabilities are not assumed) are distributed transferred to another GFN (US) Entity; (ii) the Company's or any of its Subsidiaries' ability to elect to discontinue any line of business or to discontinue doing business in any jurisdiction, if the Board of the Company or of such Subsidiary, as the case may be, deems such discontinuance to be in its best interests. Promptly after Closing (and in no event later than 5 Business Days after the Closing) the Company shall cause each of its Subsidiaries to amend each of the Subsidiary Charters (substantially in the form attached hereto as Exhibit M and as approved by the Purchaser in good faith) to provide for preferred stock with dividend payments sufficient to permit the Issuers to service the Notes, and such preferred stock shall within such time frame be issued to the Company, Finance, and each Subsidiary as applicable.
 
9.5 Books, Records and Inspections
 
. The Company shall, and shall cause each of its Subsidiaries to, keep proper books of record and account in which full, true and complete entries in conformity with IFRS or GAAP and all requirements of Applicable Laws shall be made of all dealings and transactions in relation to its business and activities. The Company shall, and shall cause each of its Subsidiaries to, permit officers and designated representatives and/or agents of the Purchaser to visit and inspect any of the properties of the Company or such Subsidiaries, to examine the books of account of the Company or such Subsidiaries and to discuss the affairs, finances and accounts of the Company or such Subsidiaries with, and be advised as to the same by, its officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the Purchaser may then request. The Purchaser shall have the right to attend and receive materials provided as part of Board meetings of the Company and any of its Subsidiaries in which the results, prospects and strategy of the Company or any of its Subsidiaries are discussed. Unless there is an Event of Default (as defined below) the Purchaser may elect to have the Company reimburse one representative of the Purchaser for the reasonable costs (coach airfare) of attending one Board meeting that is being held in Australia in any 12 month period. Notwithstanding the foregoing, the Purchaser shall not be entitled to be present at any discussions, or receive Board package or other materials that involve matters between GFN or any of its Subsidiaries and the Purchaser (or its Affiliates) or to participate in discussions involving third party claims (or potential third party claims) against GFN or any of its Subsidiaries at which legal counsel for GFN or any of its Subsidiaries is present and the attendance by the Purchaser would, in the opinion of legal counsel, cause GFN or any of its Subsidiaries to lose attorney-client privilege with respect to such discussions.
 
9.6 Insurance
 
. GFN (US) and the Company shall maintain with financially sound and reputable insurers policies of insurance, coverage amounts and related terms and conditions for GFN (US), the Company and its Subsidiaries normally maintained by companies engaged in the same or similar business as GFN (US) and its Subsidiaries. Such insurance shall include, without limitation, comprehensive general liability, fire and extended coverage, product liability and recall, property damage, workers' compensation, flood insurance (if customarily maintained in locations in which the Company or any of its Subsidiaries is located), earthquake loss insurance (if customarily maintained in locations in which the Company or any of its Subsidiaries is located), environmental liability insurance, business interruption insurance (either for loss of revenues or for additional expenses) and directors and officers liability insurance. All insurance covering liability shall name the Purchaser as additional insureds, and all insurance proceeds covering property subject to a Lien in favor of the Purchaser shall, with respect to any casualty or loss, be used to repair or replace such property, or, if not so applied, shall be paid to the Purchaser. Each of the insurance policies required to be maintained under this Section 9.6 shall provide for at least 30 days' prior written notice to the Purchaser of the cancellation or substantial modification thereof.
 
9.7 Taxes
 
. GFN (US) shall, and shall cause each of its Subsidiaries to, pay and discharge when due all Taxes, except as contested in good faith and by appropriate proceedings if adequate reserves (in the good faith judgment of the management of the Company) have been established with respect thereto.
 
9.8 Communication with Accountants
 
. So long as no Default or Event of Default has occurred and is continuing, the Purchaser shall not communicate directly with the Company's independent certified public accountants about GFN or any of its Subsidiaries without the prior written consent of GFN, which consent shall not be unreasonably withheld. If any Default or Event of Default has occurred and is continuing, GFN hereby authorizes its independent certified public accountants to (a) furnish to the Purchaser any and all financial statements and other supporting financial documents, work papers and schedules as the Purchaser may request and (b) discuss with the Purchaser, as often as the Purchaser may reasonably request, the accounts, financial condition, business and affairs of the Company and its Subsidiaries, in each case, without the consent of any member of the Company Group.
 
9.9 ERISA
 
. In the event that any GFN (US) Entity becomes subject to ERISA, such GFN (US) Entity shall promptly provide written notice thereof to the Purchaser, and, to the extent that a GFN (US) Entity is subject to ERISA, such GFN (US) Entity shall comply with all applicable provisions thereof.
 
9.10 Exchange Act Compliance
 
. GFN shall timely file with the SEC and Nasdaq (or other applicable securities exchange) all documents required to be filed under the Exchange Act. Each document to be filed will comply in all material respects with all applicable requirements of the Securities Act, the Exchange Act, and the rules of such securities exchange, as applicable. The financial statements of GFN included in each document to be filed by GFN with the SEC will comply in all material respects as to form, as of the date of its filing with the SEC, with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, will be prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the SEC) and will fairly present in all material respects the consolidated financial position of GFN and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments consistent with past practices and consistently applied).
 
9.11 Additional Guarantors and Pledgors
 
. The Company Group shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of GFN (US) (other than Royal Wolf Holdings and its Subsidiaries) are Guarantors under the Guaranty and, as applicable, Pledgors under the Pledge Agreements. Without limiting the generality of the foregoing, if, subject to Section 10.5 and to the extent permitted by Applicable Law, GFN (US) or any of its Subsidiaries forms or acquires any new Subsidiary after the date hereof (and such Subsidiary is not a Subsidiary of Royal Wolf Holdings), the Company Group shall provide written notice of such formation or acquisition to the Purchaser, and GFN (US) or such Subsidiary will cause such new Subsidiary to execute and deliver: (a) a joinder to the Guaranty and/or the Pledge Agreement, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Guarantor and a Pledgor, (b) (if such Subsidiary has any Subsidiaries) stock pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by such Subsidiary, (ii) undated stock transfer forms executed in blank and (iii) such opinions of counsel and such approving certificates of such Subsidiary as the Purchaser may request in respect of complying with any legend on any such certificate or any other matter relating to such shares, and (c) such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and maintain (as applicable) the first priority of any Lien in favor of the Purchaser to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Guarantors and Pledgors are parties. In addition, GFN (US) or such Subsidiary shall grant to the Purchaser a valid security interest in the Capital Stock of such new Subsidiary to secure the Obligations to the Purchaser. The Purchaser acknowledges and agrees that the Subsidiaries of GFN that are not direct or indirect Subsidiaries of GFN (US) shall not be Guarantors.
 
9.12 Consents, Waivers and Amendments
 
. Notwithstanding anything to the contrary herein, in connection with any request by any member of the Company Group for the Purchaser to provide a Consent or approve an amendment with respect to this Agreement or the Related Agreements, such request shall contain information that, at the time the information is so furnished, shall not contain any untrue statement of a material fact, is complete and correct in all material respects to the extent necessary to give the Purchaser sufficient and accurate knowledge of the subject matter thereof, and does not omit to state a material fact known to the Company Group necessary in order to make the statements contained therein not misleading in light of the circumstances under which such information is furnished.
 
9.13 Intercreditor Agreements
 
. Prior to incurring any Subordinated Indebtedness, GFN (US) and its Subsidiaries shall first obtain the approval of Purchaser (which may be withheld in its sole discretion) and shall if such approval is received cause the applicable Subordinated Lender to enter into an Intercreditor Agreement with the Purchaser.
 
9.14 Additional Tax Matters
 
. Notwithstanding anything to the contrary herein and without limiting Section 11, the parties agree as follows:
 
(a) the Notes shall be treated consistently by the parties as debt for United States federal income Tax purposes; and
 
(b) all payments made with respect to the Notes shall be made without any deduction or withholding for or on account of any Tax (including without limitation any Australian interest withholding Tax).
 
9.15 U.S.A. Patriot Act Information
 
. To help the government fight the funding of terrorism and money laundering activities, federal law may require the Purchaser to obtain, verify and record certain information. Each member of the Company Group agrees to provide all such information and documentation as to themselves as requested by the Purchaser to ensure compliance with federal law.
 
9.16 Further Assurances
 
. From time to time after the date hereof, each member of the Company Group will execute and deliver, and will cause any of their respective Subsidiaries and any other Persons to execute and deliver, such additional instruments, certificates and documents, and will take all such actions, as the Purchaser may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement, the Securities or any other Related Agreement or to establish, maintain, perfect or continue (as applicable) the Purchaser's security interests in the Collateral. Without limiting the foregoing, GFN (US) and its Subsidiaries will provide within 10 Business Days following the Closing Date a true and complete statutory declaration (in a form reasonably satisfactory to the Purchaser) setting forth the location of the assets of the Company and its Subsidiaries. Each member of the Company Group will, and will cause each other member of the Company Group to, utilize its best efforts to satisfy the conditions to closing contained in Section 7 of this Agreement.
 
9.17 Notification of Certain Matters
 
. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will give prompt notice to Purchaser of (i) the occurrence or nonoccurrence of any fact or event, the occurrence or nonoccurrence of which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (ii) the discovery or receipt of information or knowledge concerning any fact or circumstance which would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Closing Date, (iii) any failure of any member of the Company Group to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, (iv) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and the Related Agreements, (v) any facts or circumstances that could reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect on any member of the Company Group, (vi) any representation or warranty of any member of the Company Group in this Agreement being untrue or inaccurate as of the date first written above, and (vii) any notice or communication to, or notice or communication from, ANZ, Credit Suisse, or CBA in each case relating to any of the ANZ Credit Documents, Credit Suisse Credit Documents, or CBA Credit Documents (and the full content of such notices or communications shall be included in such notice to Purchaser hereunder). The delivery of any notice pursuant to this Section 9.17 will not cure such breach or non-compliance or limit or otherwise affect the rights, obligations or remedies available to Purchaser hereunder. From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the Company will promptly notify Purchaser in writing of any pending or, to the knowledge of the Company, threatened action, proceeding or investigation by any Governmental Authority or any other Person (A) challenging or seeking damages in connection with the transactions contemplated by this Agreement or any Related Agreement, or (B) seeking to restrain or prohibit the transactions contemplated by this Agreement or the Related Agreements.
 
9.18 Board Observer
 
. Beginning on the Closing and until all Indebtedness (including, without limitation, all principal of, premium, if any, and interest) and other amounts owing under the Notes has been paid in full Purchaser shall (a) be entitled to have an observer, who initially shall be Douglas Trussler, attend and participate in all meetings of the Board of Directors of GFN (or any successor thereto) and committees thereof, and such observer shall have all rights (other than voting rights but including informational rights) that any member of the Board of Directors of GFN has in his or her role as such, and (b) promptly receive any and all materials and other information (such as notices of meetings, reports, board packages, and financial statements and reports) provided to, or that may be provided to, any member of the Board of Directors of GFN. GFN shall promptly take any and all actions necessary to comply with the obligations in this Section 9.18.  Purchaser agrees that during the period that a representative of Purchaser has rights to attend meetings of the GFN Board as an observer, Purchaser shall be subject to and shall comply with the GFN Insider Trading and Disclosure Policy, including, without limitation, all trading windows and black out periods. Notwithstanding the foregoing, the representative of Purchaser acting as a Board observer shall not be entitled to be present at any meeting or discussion, or receive board package or other materials that involve matters between GFN and the Purchaser (or its Affiliates) or to participate in discussions involving third party claims (or potential third party claims) against the GFN or its Subsidiaries at which legal counsel for GFN or any of its Subsidiaries is present and the attendance by the Purchaser would, in the opinion of legal counsel, cause GFN or any of its Subsidiaries to lose the attorney-client privilege with respect to such discussions.
 
9.19 PPS Act Undertakings
 
. Without limiting the operation of each Additional Australian Agreement and each CHESS Agreement, each member of the Company Group agrees, as notified by the Purchaser (or any of its nominees) from time to time, to promptly take all actions to implement, maintain and comply in all material respects with, procedures for the perfection of Purchaser’s security interests under the Related Agreements (under the PPS Act or otherwise). These procedures may include procedures designed to ensure that the Purchaser (or any of its nominees) have a continuously perfected security interest in respect of the property of each member of the Company Group including taking all steps necessary: (a) to obtain, the highest ranking priority possible in respect of the security interest (such as perfecting a purchase money security interest or perfecting a security interest by control); and (b) to reduce as far as possible the risk of a third party acquiring an interest free of the security interest (such as including the serial number in a financing statement for personal property that may or must be described by a serial number). Everything each member of the Company Group is required to do in connection with this Section 9.19 is at the Company’s expense. The Company agrees to pay or reimburse the costs and expenses of the Purchaser in connection with anything the Purchaser (or any of its nominees) is required to do under, or in connection with, this Section 9.19.
 
9.20 Minimum Return on Convertible Notes
 
. In the event that Purchaser shall not have realized a minimum return on investment of 1.75x (the “Minimum Return”) through the payment of the principal, interest and all other amounts paid under the Convertible Notes and the value of the Common Stock upon Purchaser’s sale of the Common Stock, GFN or its Subsidiaries shall deliver additional cash so that Purchaser receives the Minimum Return all in accordance with, and subject to the terms and conditions of, the Convertible Note.
 
9.21 Delivery of Stock Certificates and Stock Transfer Forms
 
. On the 100% Acquisition State Date, Holdings must deliver to Purchaser stock certificates evidencing 100% of the issued and outstanding shares (together with undated stock transfer forms executed in blank) of Royal Wolf Holdings. If for any reason the 100% Acquisition State has not been met by the date that is 180 days after the Closing Date (such failure, the “100% Acquisition State Failure”), then the interest accruing and owed under the Notes shall increase as provided therein.
 
9.22 Compulsory Bid and Other Requirements.
 
. Following the Closing Date and by no later than either (i) 90 days after the Closing Date or (ii) a reasonable period of time after the Closing Date if a holder of relevant Capital Stock in Royal Wolf Holdings applies to a court of competent jurisdiction for an order that the securities not be compulsorily acquired in accordance with Section 661E of the Corporations Act, each member of the Company Group must ensure that the Company acquires all of the remaining Capital Stock in Royal Wolf Holdings in which the Company does not hold a Relevant Interest on the Closing Date, such that the 100% Acquisition State is satisfied. By no later than immediately after the Closing the Company must, to the extent necessary to meet the 100% Acquisition State, lodge a compulsory acquisition notice pursuant to Section 661B of the Corporations Act (and by undertaking all other required actions pursuant to Chapter 6A of the Corporations Act) to effect such compulsory acquisition. On the 100% Acquisition State Date, the Company must provide to the Purchaser written confirmation of same, including such information or evidence as the Purchaser may reasonably require in relation to same. Immediately after the shares of Royal Wolf Holdings are no longer quoted on the Australian Securities Exchange, Holdings must cause Royal Wolf Holdings to issue and deliver to Purchaser a stock certificate evidencing all of the Capital Stock of Royal Wolf Holdings (together with an undated stock transfer form executed in blank) and any other documents reasonably required by the Purchaser to ensure that the Purchaser has control over all of the Capital Stock of Royal Wolf Holdings.
 
9.23 Changes to Deutsche Bank Commitment Letter. From and after the date hereof through the Closing, without the Purchaser’s prior written consent, there shall be no (a) change, modification, amendment or waiver to (or breach or default under) (i) the Deutsche Bank Commitment Letter and the attachments thereto attached as Exhibit N, and (ii) if such documents are executed and delivered prior to the Closing, the Syndicated Facility Agreement also attached as Exhibit O and the other Deutsche Bank Credit Documents; and (b) material reduction in the aggregate of the amounts proposed to be made available (as measured in Australian dollars) under the Deutsche Bank Credit Documents and from the sources set forth on Schedule 2.3.
 
10.
NEGATIVE COVENANTS.
 
The covenants set forth in this Section 10 shall survive until all Indebtedness (including, without limitation, all principal of, premium, if any, and interest) and other amounts owing under the Notes have been paid in full.  The Company Group shall comply, or cause the applicable party to comply, with all such, covenants beginning as of the date first written above unless such compliance is to start at a later date as expressly provided below.
 
10.1 Limitations on Indebtedness
 
. Without the prior written consent of the Purchaser, GFN (US) shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or become or remain liable in respect of any Indebtedness, except for:
 
(a) Obligations to the Purchaser;
 
(b) Existing Indebtedness, provided, that the amount of Indebtedness permitted of thereunder may not be increased without the prior written approval of Purchaser, which approval may be withheld in Purchaser’s sole discretion, and further provided that all Existing Indebtedness will be retired on the Closing Date;
 
(c) Indebtedness under the Deutsche Bank Credit Documents, provided, that the amount of Indebtedness permitted thereunder may not be increased without the prior written approval of Purchaser, which approval may be withheld in Purchaser’s sole discretion;
 
(d) Indebtedness, subject to Section 10.15(b).
 
10.2 Limitations on Liens
 
. Without the prior written consent of the Purchaser, GFN (US) and the Company shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist, any mortgage, Lien, charge or encumbrance on, or security interest in, or pledge of, or conditional sale or other title retention agreement with respect to, any real or personal property (tangible or intangible, now existing or hereafter acquired, whether Capital Stock or otherwise), except for:
 
(a) Liens in favor of the Purchaser;
 
(b) Permitted Liens;
 
(c) Deutsche Bank Liens (provided that such Liens do not, at any time, encumber any Capital Stock of any of GFN (US), Holdings, Finance or Royal Wolf Holdings); and
 
(d) Any Lien constituting a renewal, extension or replacement of any Deutsche Bank Lien (provided that such Liens do not, at any time, encumber any Capital Stock of any of GFN (US), Holdings, Finance, Royal Wolf Holdings or any Subsidiary of Royal Wolf Holdings); provided, further, that the principal amount of any Indebtedness or other obligation secured by such renewal, extension or replacement Lien does not exceed the outstanding principal amount of the Indebtedness or other obligation renewed, extended or replaced.
 
10.3 Limitations on Investments in Capital Stock
 
. Except as provided in Section 10.6, without the prior written consent of the Purchaser, no GFN (US) Entity shall, directly or indirectly, purchase Capital Stock of, or make an equity contribution to, any Person. GFN (US) shall be and remain the sole owner of any and all Capital Stock and Equity Rights of each of Holdings and Finance.
 
10.4 Limitation on Restricted Payments
 
. Without the prior written consent of the Purchaser, no GFN (US) Entity shall make any Restricted Payment.
 
10.5 Subsidiaries; Changes in Business
 
. Without the prior written consent of the Purchaser, no GFN (US) Entity shall:
 
(a) create any additional Subsidiaries;
 
(b) change the nature or scope of the business of the GFN (US) Entities as a whole or commence any new business that is not ancillary or incidental to the Covered Business or any other business conducted by the GFN (US) Entities.
 
10.6 Acquisitions
 
. Without the prior consent of the Purchaser and without limiting Sections 10.3 or 10.15, no GFN (US) Entity may acquire any business or company with an Enterprise Value in excess of $20 million. An acquisition of a business or company with an Enterprise Value of $20 million or less shall be permitted only if (a) such acquisition is for 100% of the company (if an acquisition of equity interests), (b) GFN (US) and its Subsidiaries are not in breach of the financial covenants set forth in Section 10.15 and would not become in breach of those covenants as a result of the acquisition (whether an acquisition of a business or a company), (c) any Capital Stock acquired in such acquisition is immediately (i.e. upon the closing of such acquisition) pledged as security for the obligations pursuant to the Pledge Agreement, (d) any entity whose Capital Stock is acquired becomes upon the closing thereof a party to the Guaranty as a Guarantor thereunder, and (e) no Indebtedness is incurred or assumed in connection with or related to any such acquisition. For this purpose, the "Enterprise Value” of a business or company shall mean the purchase price paid by the GFN (US) Entities for the stock or assets of such business or company plus all Indebtedness of such business or company paid by the GFN (US) Entities.
 
10.7 Limitations on Transactions with Affiliates
 
. Without the prior written consent of the Purchaser, GFN (US) and its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, extend Indebtedness to, or incur any Indebtedness from, purchase any property from, or sell any property to, any Affiliate of the Company at any time.
 
10.8 Limitations on Sale-Leaseback Arrangements
 
. Without the prior written consent of the Purchaser, no GFN (US) Entity shall enter into any arrangement with any Person providing for the leasing by any GFN or its Subsidiaries of property which has been or is to be sold or transferred by GFN or its Subsidiaries to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of GFN or its Subsidiaries.
 
10.9 Restrictions on Fundamental Changes
 
. Without the prior written consent of the Purchaser, GFN (US) and its Subsidiaries shall not, and shall not permit any of their Subsidiaries to:
 
(a) amend or change its organizational documents to the extent such amendment or change would impair the ability of the Company to satisfy the Obligations to the Purchaser;
 
(b) sell, issue, subject to any Lien or transfer to any Person any Capital Stock;
 
(c) sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions to any Person other than the Company and/or its Subsidiaries, all or a significant portion of its assets, other than dispositions of assets in the ordinary course of business;
 
(d) merge or consolidate with any person that results in a change of control of any GFN (US) Entity or otherwise effect a transaction that results in a change in control of any GFN (US) Entity; or
 
(e) liquidate, wind up or dissolve; or
 
(f) (i) institute a voluntary case seeking liquidation or reorganization under the Bankruptcy Code or any similar proceeding under any other Applicable Law, or consent thereto; (ii) consent to the conversion of an involuntary case to a voluntary case; (iii) file a petition, answer a complaint or otherwise institutes any proceeding seeking, or consent or acquiesce to the appointment of, a Custodian to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business; (iv) make a general assignment for the benefit of creditors; (v) generally not pay its debts as they become due; or (vi) permit the Board of Directors of any such Person (or any committee thereof) to adopt any resolution or otherwise authorize action to approve any of the foregoing.
 
10.10 Agreements Affecting Capital Stock
 
. Without the prior written consent of the Purchaser, GFN (US) and its Subsidiaries shall not, and shall not permit any of their Subsidiaries to enter into any voting agreement, voting trust, irrevocable proxy or other agreement affecting the voting rights of shares of the Capital Stock of GFN (US) or its Subsidiaries, except as contemplated by this Agreement or any Related Agreement.
 
10.11 No Issuances of Equity Rights
 
. Without the prior written consent of the Purchaser, neither GFN (US) nor any Subsidiary of GFN (US) shall issue any Equity Rights.
 
10.12 Payment Restrictions Affecting Certain Subsidiaries
 
. Except for the Deutsche Bank Credit Documents, without the prior written consent of the Purchaser, GFN (US) shall not, and shall not permit any of its Subsidiaries to, enter into or permit to exist any agreement, instrument or other document which, directly or indirectly, prohibits or restricts in any manner, or would have the effect of prohibiting or restricting in any manner, the ability of any such Subsidiary to (a) pay dividends or make other distributions in respect of its Capital Stock owned by GFN (US) or any other such Subsidiary, (b) pay or repay any Indebtedness owed to GFN (US) or any other such Subsidiary, (c) make loans or advances to any GFN (US) Entity, or (d) transfer any of its properties or assets to GFN (US) or any other such Subsidiary.
 
10.13 No Commitment or Agreement
 
. Without the prior written consent of the Purchaser no GFN (US) Entity shall take any action (that with the passage of time, provision of notice or both) or enter into, or commit to enter into any arrangement, agreement or understanding that would result in a breach or violation of any of the covenants set forth in this Section 10.
 
10.14 No New Loans and Advances
 
. From and after the Closing Date, without the prior written consent of the Purchaser, GFN (US) and its Subsidiaries shall not, and shall not permit any of their Subsidiaries to, make any loans or advances to any directors or executive officers of GFN or any of its Subsidiaries, or renew, refinance or restructure any of such loans or advances or the terms thereof; provided, however, that the Company and its Subsidiaries may make advances for reasonable and incidental business expenses (“Expense Advances”) not to exceed $5,000 in any one month to any employee in the ordinary course of business, all of which shall be repaid (except to the extent used for reimbursable expenses) within 60 days after the date such loan or advance is made. The Company shall ensure that all loans and advances (other than Expense Advances) made by the Company, whether made prior to, on or after the date hereof, are evidenced by a promissory note or other written instrument or agreement (copies of which shall be provided to the Purchaser) which provides for the repayment in full in cash of such loans and advances. In addition, if on the last Business Day of a calendar quarter there are any such loans or advances outstanding (other than Expense Advances), commencing with June 2017, the Company shall deliver to the Purchaser a certificate, duly signed by the Chief Financial Officer of the Company, listing all such loans and advances (other than Expense Advances) made to executive officers or directors of the Company or any Subsidiary of the Company, including the dates made, the names of the obligors and the outstanding principal, interest and other amounts due, and certifying that such list is true, accurate and complete as of the date of such certificate.
 
10.15 Financial Covenants
 
.
 
(a) Maximum Capital Expenditures. Without the prior written consent of the Purchaser, the Company and its Subsidiaries shall not incur Capital Expenditures (other than for containers and related property to be leased or sold in the ordinary course of business) during any fiscal year, commencing with the fiscal year ending June 30, 2017, in excess of $12,500,000 (the "Capex Cap") in the aggregate, provided, however, that to the extent that Capital Expenditures actually incurred in a fiscal year are less than $12,500,000 (the amount of such deficiency, a "Capital Expenditure Deficiency"), then up to $10,000,000 per fiscal year of such Capital Expenditure Deficiency (the "Capex Roll Amount") may be incurred in any following fiscal year in addition to up to the CapEx Cap applicable to such fiscal year. For avoidance of doubt, Capital Expenditures do not include acquisitions of businesses or companies, regardless of whether the acquisition of stock or assets, and are net of proceeds from the sale of fleet assets. For example purposes only, if the Company and its Subsidiaries incur $1,500,000 in Capital Expenditures during the fiscal year beginning July 1, 2016, then the maximum Capital Expenditures for the fiscal year beginning July 1, 2017 would be $22,500,000 (which is the $12,500,000 cap for such year, plus $10,000,000 (which is the difference between $12,500,000 and the $1,500,000 which equals $11,000,000, but which is lowered to $10,000,000 as the maximum that may be rolled forward from the prior fiscal year)).
 
(b) Maximum Indebtedness. Without the prior written consent of the Purchaser, the Company and its Subsidiaries shall not allow Indebtedness to exceed the lesser of AU$150,000,000 or the amount permitted under the Deutsche Bank Credit Documents. Notwithstanding the foregoing or anything in this Agreement to the contrary, each of GFN (US) and Finance may not create, incur, assume, or become or remain liable in respect of any Indebtedness.
 
(c) Minimum EBITDA. Without the prior written consent of the Purchaser, the Company and its Subsidiaries shall not allow EBITDA (determined on a consolidated basis in accordance with GAAP or IFRS, as applicable), based on the last twelve months results, measured at each calendar quarter, to be less than AU$30,000,000.
 
(d) Leverage Ratio. Without the prior written consent of the Purchaser, the Company and its Subsidiaries shall not permit their leverage ratios to exceed 7.5x (defined as total Indebtedness of the Company and its Subsidiaries (other than Indebtedness to GFN or any the Company Entity; provided, that with respect to Indebtedness to GFN or any GFN (US) Entity, such Indebtedness shall be subject to an Intercreditor Agreement and interest shall not have been paid during the calculation period unless the Purchaser has consented in writing to the payment of such interest) to last twelve months of EBITDA) (determined on a consolidated basis in accordance with GAAP or IFRS, as applicable), based on the last twelve months' results, measured at each calendar quarter.
 
(e) EBITDA Adjustment. In the event that the Company or any of its Subsidiaries makes an acquisition of a business or company as permitted hereunder, then in determining compliance with the financial covenants herein, (i) the EBITDA of the acquired business or company (which would become a Guarantor if it is a separate legal entity) shall be added the EBITDA of the Company and its Subsidiaries, (ii) the Indebtedness of the acquired business or company shall be added the Indebtedness of the Company and its Subsidiaries; and (iii) the minimum EBITDA targets set forth in this Section 10.15 shall be correspondingly adjusted upward for 80% of such incremental EBITDA.
 
11.
INDEMNIFICATION.
 
11.1 Transfer Taxes
 
. GFN shall, or shall cause any of its Subsidiaries to, pay all stamp, transfer and other similar Taxes (together in each case with interest and penalties, if any) payable or determined to be payable in connection with the execution and delivery of this Agreement or the issuance and sale of the Securities (but not the transfer of Securities by the Purchaser or any other Person) or the issuance and sale of Common Stock upon any exercise of the Conversion Right, and shall hold harmless the Purchaser from and against any and all liabilities with respect to or resulting from any delay in paying, or omission to pay, such Taxes.
 
11.2 Losses
 
.
 
(a) Whether or not the transactions contemplated by this Agreement are consummated, the Company Group (collectively, the "Indemnifying Parties") shall jointly and severally indemnify and hold harmless the Purchaser, its successors and assigns, and its Affiliates, employees, partners, officers, directors, representatives, agents, attorneys, successors and assigns (the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, judgments, expenses and costs, including, without limitation, reasonable attorneys' fees and other fees and expenses incurred in, and the costs of preparing for, investigating or defending any matter (collectively, "Losses"), incurred by such Indemnified Party in connection with or arising from:
 
(i) Any breach of any warranty or the inaccuracy of any representation made by any member of the Company Group or any of their respective Subsidiaries in this Agreement or any Related Agreement;
 
(ii) The failure of any member of the Company Group or any of their respective Subsidiaries to fulfill any of its covenants, agreements or undertakings under this Agreement or any Related Agreement (or any other document or instrument executed herewith or pursuant hereto);
 
(iii) Any third party actions, suits, proceedings or claims brought against any Indemnified Party in connection with, arising out of or with respect to (A) any other matters arising out of or in connection with the transactions contemplated by this Agreement, any Related Agreement or the Securities, or (B) the business, operations or affairs of the Company or any Subsidiary thereof (including, without limitation, any litigation in which any Company is involved), except to the extent such Losses are attributable to the bad faith, gross negligence or willful misconduct of any of the Indemnified Parties; and
 
(iv) subject to (1) Purchaser delivering to Company Group written disclosure of all costs, expenses, fees, penalties, or other amounts that will be paid or incurred in connection with the exercise by Purchaser of its remedies under the DB Side Letter (collectively, the “Buy Out Letter Costs”) and (2) the Company Group’s consenting in writing (with such consent not to be unreasonably withheld) to Purchaser incurring such Buy Out Letter Costs (regardless of whether Purchaser is able to assume or purchase any debt pursuant thereto) except and to the extent such costs, expenses, fees, penalties, or other amounts are included in the debt actually assumed by Purchaser pursuant to such DB Side Letter, the Buy Out Letter Costs.
 
(b) The Indemnifying Parties shall either pay directly all Losses which it is required to pay hereunder or reimburse any Indemnified Party within 30 days after any request for such payment. The obligations of the Indemnifying Parties to the Indemnified Parties under this Section 11 shall be separate obligations to each Indemnified Party, and the liability of the Indemnifying Parties to such Indemnified Parties hereunder shall not be extinguished solely because any Indemnified Party is not entitled to indemnity hereunder.
 
(c) The obligations of the Indemnifying Parties to the Indemnified Parties under this Section 11 shall survive (i) the repayment of the Notes (whether at maturity, by prepayment or acceleration or otherwise), (ii) any transfer of the Notes or any interest therein, (iii) the termination of this Agreement or any Related Agreement and (iv) the issuance, exercise, assignment and/or sale of Common Stock (or any interest therein) after conversion of the Convertible Note, if any.
 
(d) The indemnification rights hereunder shall be in addition to any rights that any Indemnified Party may have at common law, in equity or otherwise.
 
11.3 Indemnification Procedures
 
. Any Person entitled to indemnification under this Section 11 shall (a) give prompt written notice to the Company of any claim with respect to which it seeks indemnification and (b) permit the Company to assume the defense of such claim with counsel selected by the Company and reasonably acceptable to such Person; provided, however, that any Person entitled to indemnification hereunder shall have the right to employ separate counsel (but not more than one firm for all Indemnified Parties) and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person, unless (i) the Company has agreed to pay such fees or expenses; (ii) the Company has failed to notify such Person in writing within 20 days of its receipt of such written notice of claim that it will assume the defense of such claim and employ counsel reasonably satisfactory to such Person; or (iii) in the judgment of any such Person, based upon the written advice of counsel, a conflict of interest may exist between such Person and the Company with respect to such claims (in which case, if the Person notifies the Company in writing that such Person elects to employ separate counsel at the expense of the Company, the Company shall not have the right to assume the defense of such claim on behalf of such Person). The Company will not be subject to any liability for any settlement made without its consent (but such consent may not be unreasonably withheld). No Indemnified Party may, without the consent (which consent will not be unreasonably withheld) of the Company, consent to entry of any judgment for which indemnification has been or may be sought hereunder, or enter into any settlement of any matter for which indemnification may or has been sought hereunder, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Company of a release from all liability in respect of such claim or litigation.
 
11.4 Contribution
 
. If the indemnification provided for in this Section 11 is unavailable to the Purchaser or any other Indemnified Party in respect of any Losses, then the Company Group, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by the Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Company Group, on the one hand, and such Indemnified Party on the other hand, in connection with the actions, statements or omissions which resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the Company Group, on the one hand, and such Indemnified Party on the other hand, shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, either the Company Group or such Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The parties agree that it would not be just and equitable if contribution pursuant to this Section 11.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
 
11.5 Costs of Collection
 
. The Company Group agrees to pay all costs and expenses, including the reasonable fees and expenses of any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by the Holder in connection with (a) the enforcement of either Note or the collection of any sums due thereunder following an Event of Default, whether or not suit is commenced; (b) any actions for declaratory relief in any way related to a Note following an Event of Default; (c) the protection or preservation of any rights of the Holder under the Notes; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under either of the Note; (e) any actions taken in reviewing the Company's or any of its Affiliates' financial affairs if a Default or Event of Default has occurred, including, without limitation, the following actions: (i) inspect the facilities of the GFN (US) and any of its Subsidiaries or conduct appraisals of the financial condition of the Company and any of its Affiliates; (ii) have an accounting firm chosen by the Holder review the books and records of the Company and any of its Affiliates and perform a thorough and complete examination thereof; (iii) interview the Company's and each of its Affiliates' employees, accountants, customers and any other individuals related to the Company or its Affiliates which the Holder believes may have relevant information concerning the financial condition of the Company and any of its Subsidiaries; and (iv) undertake any other action which is reasonably necessary to assess accurately the financial condition and prospects of the Company and any of its Affiliates; (f) the Holder's participation in any refinancing, restructuring, bankruptcy or insolvency proceeding involving the Company, any of its Subsidiaries or any other Affiliate of the Company; (g) creating, verifying, maintaining or perfecting any security interest or other Lien granted to the Holder in any Collateral; (h) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any Collateral, including in connection with any case under Bankruptcy Law; or (i) any refinancing or restructuring of either of the Notes, including, without limitation, any restructuring in the nature of a "work out" or in any insolvency or bankruptcy proceeding of the Company or any of its Affiliates.
 
12.
DEFAULTS AND REMEDIES.
 
12.1 Events of Default
 
. An "Event of Default" occurs if:
 
(a) Upon notice from the Purchaser, if the Issuers (i) fail to pay as and when due (whether at stated maturity, upon acceleration or required prepayment or otherwise) any principal on either of the Notes, or (ii) fail to pay any interest, premium, if any, fees, costs, expenses or other amounts payable under this Agreement, the Securities or any other Related Agreement within 2 Business Days after the date due thereunder; or
 
(b) Any member of the Company Group breaches or fails to perform, comply with or observe, in any respect, any agreement, covenant or obligation required to be performed by it under this Agreement or any Related Agreement after notice from the Purchaser of the same to the Company and a reasonable opportunity (not to exceed 30 days) to cure, if susceptible, in the Purchaser's reasonable discretion, of a cure; provided, that if such breach relates to Section 10.2, then the Company shall have 30 days to have any such Lien removed from the date such Lien is first charged, filed, created or perfected (as applicable), notwithstanding whether the Purchaser has theretofore provided a notice to the Company; or
 
(c) Upon notice from the Purchaser to the Company, if any representation or warranty made by the Company Group under this Agreement or any Related Agreement was materially false or misleading when made (or deemed made) or as of the Closing; or
 
(d) Upon notice from the Purchaser to the Company, if GFN or any of its Subsidiaries:
 
(i) defaults in the payment (whether at stated maturity, upon acceleration or required prepayment or otherwise), beyond any period of grace provided therefor, of any principal of or interest on any other Indebtedness and such default continues for 10 Business Days (regardless of whether or the holder (or holders) of such Indebtedness grants any waiver, consent, extension, or forbearance with respect to any such default); or
 
(ii) commits any breach of or default under (other than as provided in Section 12.1(d)(i) above) any term of any agreement, indenture or instrument evidencing or governing any other Indebtedness, if the effect of such breach or default is to cause, or to permit the holder or holders of such other Indebtedness to cause (upon the giving of notice or the passage of time or both), (A) such other Indebtedness to become or be declared due and payable, or required to be prepaid, redeemed, purchased or defeased (or an offer of prepayment, redemption, purchase or defeasance is made) prior to its stated maturity, or (B) the collateral securing such other Indebtedness to be foreclosed upon (in each case regardless of whether the holder (or holders) of such Indebtedness grants any waiver, consent, extension, or forbearance with respect to any such breach or default); or
 
(iii) is in default of any of its lease obligations (whether Capital Lease Obligations or otherwise) at any time outstanding and the lessor under any defaulted capital lease to which GFN or any of its Subsidiaries is a party retakes possession of the property leased thereunder or initiates legal proceedings to repossess (or recover possession of) such leased property; or
 
(e) There is an event of default under the Deutsche Bank Credit Documents and Deutsche Bank declares any Indebtedness under the Deutsche Bank Credit Documents immediately due and payable or such event of default remains uncured for more than 30 days; or
 
(f) Upon notice from the Purchaser to the Company, if GFN (US) or any of its Subsidiaries is enjoined, restrained, or in any way prevented by court order or other legal requirement from continuing to conduct all or any material part of its business affairs for 10 Business Days or more; provided, that the Company Group shall be provided an opportunity to cure within 90 days of such court order or legal requirement if the affected GFN (US) Entity provides evidence, reasonably satisfactory to the Purchaser, that all reasonable efforts to cure are being undertaken; or
 
(g) Upon notice from the Purchaser to the Company if this Agreement or any Related Agreement, or any material provision hereof or thereof, ceases to be of full force and effect for any reason other than in accordance with its terms, or GFN or any of its Subsidiaries repudiates or disavows any of its obligations under or the validity or enforceability of this Agreement or any Related Agreement, or any material provision thereof, including by operation of law or otherwise; or
 
(h) There is commenced against GFN (US) or any of its Subsidiaries an involuntary case seeking the liquidation or reorganization of such Person under the Bankruptcy Code or any similar proceeding under any other Applicable Law or an involuntary case or proceeding seeking the appointment of a Custodian or to take possession of all or a substantial portion of any such entity’s properties or to operate all or a substantial portion of any such entity’s business, and any of the following events occur: (i) any such Person consents to the institution of the involuntary case or proceeding; (ii) the petition commencing the involuntary case or proceeding is not timely controverted; (iii) the petition commencing the involuntary case or proceeding remains undismissed and unstayed for a period of 60 days; or (iv) an order for relief is issued or entered therein; or
 
(i) GFN (US) or any of its Subsidiaries (i) institutes a voluntary case seeking liquidation or reorganization under the Bankruptcy Code or any similar proceeding under any other Applicable Law, or shall consent thereto; (ii) consents to the conversion of an involuntary case to a voluntary case; (iii) files a petition, answer a complaint or otherwise institutes any proceeding seeking, or consents or acquiesces to the appointment of, a Custodian to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business; (iv) makes a general assignment for the benefit of creditors; (v) generally does not pay its debts as they become due; or (vi) the Board of Directors of any such Person (or any committee thereof) adopts any resolution or otherwise authorizes action to approve any of the foregoing; or
 
(j) There is commenced against GFN or any GFN Related Entity an involuntary case seeking the liquidation or reorganization of such Person under the Bankruptcy Code or any similar proceeding under any other Applicable Law or an involuntary case or proceeding seeking the appointment of a Custodian or to take possession of all or a substantial portion of any such entity’s properties or to operate all or a substantial portion of any such entity’s business, and any of the following events occur: (i) any such Person consents to the institution of the involuntary case or proceeding; (ii) the petition commencing the involuntary case or proceeding is not timely controverted; (iii) the petition commencing the involuntary case or proceeding remains undismissed and unstayed for a period of 60 days; or (iv) an order for relief is issued or entered therein; provided, that the foregoing directly or indirectly impairs, impedes or otherwise adversely affects the ability of GFN or any GFN Related Entity to provide any service to GFN (US) or any of its Subsidiaries for which any GFN (US) Entity makes a payment described in the definition of Permitted Expenses; or
 
(k) GFN or any GFN Related Entity (i) institutes a voluntary case seeking liquidation or reorganization under the Bankruptcy Code or any similar proceeding under any other Applicable Law, or shall consent thereto; (ii) consents to the conversion of an involuntary case to a voluntary case; (iii) files a petition, answer a complaint or otherwise institutes any proceeding seeking, or consents or acquiesces to the appointment of, a Custodian to take possession of all or a substantial portion of its property or to operate all or a substantial portion of its business; (iv) makes a general assignment for the benefit of creditors; (v) generally does not pay its debts as they become due; or (vi) the Board of Directors of any such Person (or any committee thereof) adopts any resolution or otherwise authorizes action to approve any of the foregoing; provided, that the foregoing directly or indirectly impairs, impedes or otherwise adversely affects the ability of GFN or any GFN Related Entity to provide any service to GFN (US) or any of its Subsidiaries for which any GFN (US) Entity makes a payment described in the definition of Permitted Expenses; or
 
(l) Upon notice from the Purchaser to the Company, GFN (US) or any of its Subsidiaries suffers any money judgments, writs, warrants of attachment or other orders that involve an amount or value in excess of $1,000,000, and such judgments, writs, warrants or other orders continue unsatisfied and unstayed for a period of 30 days;
 
(m) Without the prior written consent of the Purchaser, there occurs a Change in Control;
 
provided, that if there is a breach hereunder arising from the failure to timely provide notice of a breach in accordance with this Agreement, then nothing herein shall be construed to provide an additional time period within which to provide notice of such breach.
 
Notwithstanding when the Events of Default under the foregoing paragraphs (a) through (m) shall have been deemed to have occurred, assuming the Event of Default does occur (e.g. upon notice from the Purchaser where notice is required), any adjustments in the interest rate under the Note shall begin to apply, at the following times:
 
(i) in the case of the clause (a) above, as of 12:00 p.m. (noon) (Los Angeles time) on the day on which such payment is due but has not been paid;
 
(ii) in the case of clause (b) above, as of the close of business on the day of such breach;
 
(iii) in the case of clause (c) above, as of the Closing Date;
 
(iv) in the case of clause (d)(i) above, as of the close of business on the day on which such payment of principal or interest is due, or in the case of clause (d)(ii), as of the close of business on the tenth day following such breach or default if such breach or default has not been waived by the Person or Persons entitled to give such waiver, or in the case of clause (d)(iii), as of the close of business on the earlier of the day that such lessor retakes possession of the leased property or initiates legal proceedings to repossess;
 
(v) in the case of clause (e) above, immediately upon the declaration by Deutsche Bank that an event of default has occurred;
 
(vi) in the case of clause (f) above, immediately upon the applicable GFN (US) Entity being enjoined, restrained or otherwise prevented;
 
(vii) in the case of clause (g) above, immediately upon this Agreement or any Related Agreement, or any material provision hereof or thereof, ceasing to be in full force or effect or immediately upon the repudiation or disavowal by GFN or any of its Subsidiaries;
 
(viii) in the case of clauses (h) and (i) above, immediately prior to the occurrence of any of the events enumerated therein;
 
(ix) in the case of each of clauses (j) – (l) above, immediately upon the occurrence of the events enumerated therein; and
 
(x) in the case of clause (m) above, immediately upon the occurrence of the Change in Control.
 
12.2 Acceleration
 
. (a) If any Event of Default (other than an Event of Default specified in clause (f) or (g) of Section 12.1) occurs and is continuing, the Purchaser may, by written notice to the Company, declare all outstanding principal of, and accrued and unpaid interest on, the Notes to be due and payable. Upon any such declaration of acceleration, such principal and interest shall become immediately due and payable. If an Event of Default specified in clause (f) or (g) of Section 12.1 occurs, all outstanding principal of, and accrued and unpaid interest on, the Notes shall become immediately due and payable without any declaration or other act on the part of the Purchaser. GFN and each of its Subsidiaries hereby waives all presentment for payment, demand, protest, notice of protest and notice of dishonor, and all other notices of any kind to which it may be entitled under Applicable Law or otherwise.
 
12.3 Other Remedies
 
. If any Default or Event of Default occurs and is continuing, the Purchaser may proceed to protect and enforce its rights and remedies under this Agreement and any Related Agreement by exercising all rights and remedies available under this Agreement, any Related Agreement or Applicable Laws (including, without limitation, the UCC and similar laws), either by suit in equity or by action at law, or both, whether for the collection of principal of or interest on the Notes, to enforce the specific performance of any covenant or other term contained in this Agreement or any Related Agreement. No remedy conferred in this Agreement upon the Purchaser is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy conferred herein or now or hereafter existing at law or in equity or by statute or otherwise. Without limiting anything in this Section 12.3, if any Default or Event of Default occurs then in addition, the Purchaser may, by notice to the Company, do any one or more of the following:
 
(a) Cause the third parties to hold all returned inventory or equipment in trust for the Purchaser, segregate all such returned inventory or equipment and conspicuously label said returned inventory or equipment as the property of the Purchaser;
 
(b) Without notice to or demand upon any GFN (US) Entity, make such payments and do such acts as the Purchaser consider necessary or reasonable to protect its security interests in the Collateral. Each GFN (US) Entity agrees to assemble the Collateral if the Purchaser so requires, and to make the Collateral available to the Purchaser at a place that the Purchaser may designate which is reasonably convenient to the parties. Each GFN (US) Entity authorizes the Purchaser to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any Lien that in the Purchaser's determination appears to conflict with Purchaser's Liens and to pay all expenses incurred in connection therewith and to charge the applicable GFN (US) Entity therefor. With respect to any owned or leased premises of GFN (US) or its Subsidiaries, each GFN (US) Entity hereby grants Purchaser a non-exclusive royalty free license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of the Purchaser's rights or remedies provided herein, at law, in equity, or otherwise;
 
(c) Without notice to GFN or any of its Subsidiaries (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the meaning of the UCC), set off and apply to the Obligations to the Purchaser any and all (i) balances and deposits of any Guarantor held by the Purchaser or its Affiliates; (ii) Indebtedness at any time owing to or for the credit or the account of any Guarantor held by the Purchaser or its Affiliates; and (iii) amounts due or payable from time to time by the Purchaser or its Affiliates to any Guarantor under this Agreement or any Related Agreement.
 
(d) Hold, as cash collateral, any and all balances and deposits of any Guarantor held by the Purchaser or its Affiliates to secure the full and final repayment of all of the Obligations to the Purchaser;
 
(e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein or in any Related Agreement) the Collateral. Each Guarantor hereby grants to the Purchaser a non-exclusive royalty free license or other right to use, without charge, such Person's proprietary rights, labels, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and such Person's rights under all licenses and all franchise agreements shall inure to the Purchaser's benefit;
 
(f) Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the premises of each Guarantor) as the Purchaser determines is commercially reasonable. It is not necessary that the Collateral be present at any such sale;
 
(g) The Purchaser shall give notice of the disposition of the Collateral as follows:
 
(i) The Purchaser shall give the Company (for the benefit of the Company Group) a notice in writing of the time and place of public sale, or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; and
 
(ii) The notice shall be personally delivered or mailed, postage prepaid, to the Company as provided in Section 15.6, at least 10 days before the earliest time of disposition set forth in the notice; no notice needs to be given prior to the disposition of any portion of the Collateral that is perishable or threatens to decline speedily in value or that is of a type customarily sold on a recognized market;
 
(h) The Purchaser may credit bid and purchase at any public sale;
 
(i) The Purchaser may seek the appointment of a receiver or keeper to take possession of all or any portion of the Collateral or to operate the same and, to the maximum extent permitted by law, may seek the appointment of such a receiver without the requirement of prior notice or a hearing.
 
12.4 Waiver of Past Defaults
 
. The Purchaser may, by written notice to the Company, waive any Default or Event of Default and its consequences with respect to this Agreement, the Notes or any other Related Agreement; provided, however, that no such waiver will extend to any subsequent or other Default or Event of Default or impair any rights of the Purchaser which may arise as a result of such Default or Event of Default.
 
13.
TERMINATION.
 
13.1 Termination
 
. This Agreement may be terminated at any time prior to the Closing:
 
(a) by the mutual written consent of GFN and Purchaser;
 
(b) by Purchaser by written notice to GFN if:
 
(i) Purchaser is not then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy or failure to perform any representation, warranty, covenant or agreement made by any member of the Company Group pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 7 and such breach, inaccuracy or failure, if curable, has not been cured by the Company Group within 10 days of GFN’s receipt of written notice of such breach from Purchaser; or
 
(ii)  any of the conditions in Section 7 will not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by the first of (A) 180 days after the date hereof and (B) such earlier date (which shall not be before the 91st day after the date hereof) as Bison elects in its sole discretion (the “Outside Date”), unless such failure will be due to the failure of Purchaser to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing.
 
(c) by GFN by written notice to Purchaser if:
 
(i) No member of the Company Group is then in material breach of any provision of this Agreement and there has been a material breach, inaccuracy or failure to perform any representation, warranty, covenant or agreement made by Purchaser pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Section 8 and such breach, inaccuracy or failure, if curable, has not been cured by Purchaser within 10 days of Purchaser’s receipt of written notice of such breach from GFN; or
 
(ii) any of the conditions in Section 8 will not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by January 20, 2018 (the “GFN Termination Date”) unless such failure will be due to the failure of any member of the Company Group to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by them prior to the Closing; or
 
(d) by either Purchaser or GFN if the Closing does not occur on or before the GFN Termination Date for any reason other than any member of the Company Group’s breach of this Agreement.
 
13.2 Effect of Termination
 
. Any termination pursuant to Section 13.1 will effected by written notice from the party so terminating to the other party, which notice will specify the Section hereof pursuant to which this Agreement is being terminated. Each party’s right of termination under Section 13.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such right of termination will not be an election of remedies. In the event of termination of this Agreement as provided in Section 13.1, this Agreement will forthwith become void except for this Section 13.1, Section 15 and any other provision expressly stated to survive termination and there will be no liability on the part of any party, except that nothing herein will relieve any party from liability for any breach of this Agreement occurring prior to such termination.
 
14.
CONVERSION RIGHT.
 
14.1 Right to Convert
 
. At any time and from time to time after the date hereof, Purchaser shall have the right (the “Conversion Right”) to convert all or any portion of the then outstanding principal balance of the Convertible Note into fully paid and non-assessable shares of Common Stock, as provided in and subject to the terms of the Convertible Note.
 
14.2 Reservation of Common Shares; Covenant
 
. GFN shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance or delivery upon conversion of the Convertible Note, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion. The Common Stock shall, when issued or delivered in accordance with the Convertible Note, be (i) duly and validly issued and fully paid and non-assessable and free and clear of any Liens or adverse claims and shall not be subject to preemptive or other rights in favor of any Person and (ii) freely tradable by Purchaser.
 
15.
MISCELLANEOUS
 
15.1 Consent to Amendments; Waivers
 
. No amendment, supplement or other modification to, or waiver of, any provision of this Agreement or any Related Agreement shall be effective unless the same shall be in writing and signed by the Purchaser and any other party hereto adversely affected thereby, and none of the members of the Company Group may take any action herein prohibited, or omit to perform any act herein required to be performed by it, unless, it has obtained the prior written consent of the Purchaser to such action or omission. No waiver by the Purchaser of any Default, Event of Default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent Default, Event of Default, misrepresentation, or breach of warranty or covenant or affect in any way any rights arising because of any prior or subsequent such occurrence. No course of dealing between any member of the Company Group, on the one hand, and the Purchaser (or any other Holder), on the other hand, nor any delay in exercising any rights hereunder or under the Note or any other Related Agreement shall operate as a waiver of any rights of the Purchaser (or any other Holder). For the avoidance of doubt, this Section 15.1 and the use of the term “Purchaser” herein shall be interpreted giving effect to the provisions of Section 15.4.
 
15.2 Survival of Representations and Warranties; Purchaser Investigation
 
. All representations, warranties, covenants and agreements of each member of the Company Group contained herein, or made in writing by or on behalf of any member of the Company Group pursuant hereto or in connection herewith, shall survive the execution and delivery of this Agreement, the issuance, sale and delivery of the Securities, the repayment of the Notes, and the due diligence or other investigation of any member of the Company Group and their respective Subsidiaries made by and on behalf of the Purchaser. Each member of the Company Group hereby agrees that neither the Purchaser's review of the books and records or condition (financial or otherwise), business, assets, properties, operations or prospects of any member of the Company Group or any of their respective Subsidiaries or other Affiliates, nor any other due diligence investigation conducted by or on behalf of the Purchaser, shall be deemed to constitute knowledge by the Purchaser of the existence or absence of any facts or any other matters so as so reduce the Purchaser's right to rely on the accuracy of the representations and warranties of the members of the Company Group contained in this Agreement or any Related Agreement.
 
15.3 Entire Agreement
 
. This Agreement, together with the Exhibits and Schedules, the Notes, the other Related Agreements, and the confidentiality agreement dated May 4, 2016 between GFN and Purchaser constitute the full and entire agreement and understanding among the parties relating to the subject matter hereof and thereof, and supersede all prior oral and written, and all contemporaneous oral, agreements and understandings relating to the subject matter hereof. To be clear, that certain Commitment Letter dated as of July 11, 2017 between Purchaser, GFN, GFN (US), Royal Wolf Holdings, Holdings, and Finance is hereby terminated and of no further force or effect. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
 
15.4 Successors and Assigns; Assignments
 
. This Agreement shall inure to the benefit of, and be binding upon, the parties and their respective successors and permitted assigns. The Purchaser may, without the consent of any member of the Company Group, sell, assign or delegate to one or more Persons other than a Person engaged, directly or indirectly, in a business that is competitive with the business of the Company Group as of the time at any time (each an "Assignee") all or any part of its right, title and interest in and to this Agreement, the Securities or any other Related Agreement, including, without limitation, all or any part of the Obligations to the Purchaser, subject to compliance with applicable federal and state securities laws; provided, however, that, in any privately negotiated transaction involving a sale or assignment by the Purchaser of any such right, title or interest, the Purchaser shall obtain from the Assignee in writing investment intent representations which would be customarily obtained in transactions of such nature; and, provided further, however, that the applicable member of the Company Group may continue to deal solely and directly with the Purchaser in connection with any right, title or interest so assigned until written notice of such assignment, together with payment instructions, addresses and related information with respect to the Assignee, shall have been given to such member. If the Purchaser assigns to any Assignee or Assignees less than fifty percent (50.0%) of its interest in and to the aggregate principal amount of the Notes, the Company may continue to deal solely and directly with respect to the Purchaser in connection with the interests so assigned to the Assignee(s), and the Purchaser shall indemnify, defend and hold harmless the Company from any Losses suffered or sustained by the Company in reliance upon direction from the Purchaser with respect to the interests so assigned; provided that no consents, approvals, waivers, demands and decisions that the Purchaser is entitled to make under this Agreement, the Notes or the other Related Agreements, including with respect to the amendment or modification of any of the foregoing, shall be made without the written consent of the Assignee(s). If, at any time, the Purchaser has assigned to any Assignee or Assignees a fifty percent (50.0%) or greater interest in and to the aggregate principal amount of the Notes then outstanding, and at such time, there are two or more Holders that are not Affiliates of each other, then all consents, approvals, waivers, demands and decisions that the Purchaser is entitled to make under this Agreement, the Notes and the other Related Agreements shall be made only by the Holders of a majority of the principal amount of the Notes then outstanding; provided, that if only one Holder constitutes such majority, such consents, approvals, waivers, demands and decisions shall be made by consent of no fewer than two Holders that are not Affiliates of each other. Each Holder of the Notes is an intended third party beneficiary of this Agreement and may enforce the rights of the Purchaser under this Agreement (and all Related Agreements) as if it were the Purchaser.
 
Notwithstanding the foregoing Section 15.4 with respect to amendments and modifications of this Agreement, the Notes and the Related Agreements, without the consent of the holders of all of the Notes at such time outstanding, no such amendment or waiver shall (A) amend or waive any of the provisions of Section 2, Section 9.1, (B) change or forgive the amount of the principal of, or increase or reduce the rate of interest on or fee payable with respect to, any of the Notes, or change the maturity date of any of the Notes, or subordinate the obligation of the Issuers to pay any amount due on the Notes to any other obligation, (C) change the percentage of holders of Notes required to approve any such amendment, effectuate any such waiver, accelerate payment of the Notes or eliminate or reduce the voting rights of any holder of the Notes, (D) modify any provision of this Agreement relating to the pro rata treatment of payments of the Notes, (E) change of modify any provision of this Section 15.4 or Section 15.1, or (F) release any of the Company Group from its Obligations hereunder as an Issuer or a Guarantor.
 
15.5 Severability
 
. 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 or affecting the validity or enforceability of such provisions in any other jurisdiction.
 
15.6 Notices
 
. All notices, consents and other communications required or permitted by this Agreement shall be in writing and shall be (a) delivered to the appropriate address by hand, by nationally recognized overnight service or by courier service (costs prepaid), (b) sent by facsimile or e-mail, or (c) sent by registered or certified mail, return receipt requested, in each case to the following addresses, facsimile numbers or e-mail addresses and marked to the attention of the person (by name or title) designated below (or to such other address, facsimile number, e-mail address or person as a party may designate by notice to the other party):
 
(i) If to the Purchaser, at:
 
Bison Capital Partners V, L.P.
233 Wilshire Boulevard
Suite 425
Santa Monica, CA 90401
Attention:                                 
Douglas B. Trussler
Telephone:                                 
310.260.6570
Facsimile:                                 
310.260.6576
Email:                       
dtrussler@bisoncapital.com
 
with a copy (which shall not constitute notice) to:
 
Sheppard, Mullin, Richter & Hampton, LLP
333 South Hope Street, 43rd Floor
Los Angeles, California 90071-1448
Attention:                                 
David H. Sands
Telephone:                                 
213.617.5536
Facsimile:                                 
213.830.2056
Email:                                 
dsands@sheppardmullin.com
 
(ii) If to any member of the Company Group:
 
c/o General Finance Corporation
39 East Union Street
Pasadena, California 91103
Attention:                                 
Christopher A. Wilson
Telephone:                                 
626.204.6308
Facsimile:                                 
626.795.8090
Email:                                 
notices@generalfinance.com
 
All notices, consents, waivers and other communications shall be deemed have been duly given (as applicable): if delivered by hand, when delivered by hand; if delivered by overnight service, when delivered by nationally recognized overnight service; if delivered by courier, when delivered by courier; if sent via registered or certified mail, 5 Business Days after being deposited in the mail, postage prepaid; or if delivered by email or facsimile, when transmitted if transmitted without indication of delivery failure and prior to 5:00 p.m. local time for the recipient (and if on or after 5:00 p.m. local time for the recipient, then delivery will be deemed duly given at 9:00 a.m. local time for the recipient on the subsequent Business Day).
 
15.7 Accounting Terms and Computations
 
. For purposes of this Agreement, except as otherwise specified herein, (a) all accounting terms used in this Agreement with respect to United States Persons have the meanings given to them under GAAP, (b) all accounting terms used in this Agreement with respect to Persons that are not United States Persons have the meanings given to them under IFRS or GAAP, as applicable, (c) all computations made pursuant to this Agreement or any Related Agreement shall be made in accordance with GAAP, (d) all financial statements and other financial information of United States Persons to be delivered hereunder or under any Related Agreement shall be prepared in accordance with GAAP, except that any interim financial statement or other financial information which is unaudited may be subject to year-end audit adjustments and may omit footnotes, and (e) all financial statements and other financial information of Persons that are not U.S. entities to be delivered hereunder or under any Related Agreement shall be prepared in accordance with IFRS or GAAP, as determined by the Company Group, except that any interim financial statement or other financial information which is unaudited may be subject to year-end audit adjustments and may omit footnotes.
 
15.8 Descriptive Headings; Construction and Interpretation
 
. The descriptive headings of this Agreement are for convenience of reference only, do not constitute a part of this Agreement and are not to be considered in construing or interpreting this Agreement. All section, preamble, recital, exhibit, schedule, disclosure schedule, annex, clause and party references are to this Agreement unless otherwise stated. No party, nor its counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions of this Agreement, and all provisions of this Agreement shall be construed in accordance with their fair meaning, and not strictly for or against any party. References to dollars and "$" shall be to United States Dollars, unless otherwise specified. All references herein to the masculine, feminine, neuter, or singular shall be construed to include the masculine, feminine, neuter, or plural, where applicable.
 
15.9 Counterparts
 
. This Agreement may be executed in two or more counterparts and by facsimile or email scan, each of which shall be deemed an original, but all of which together shall constitute one instrument.
 
15.10 Fees and Expenses
 
. The Company shall reimburse the Purchaser, up to a maximum of $350,000, for all reasonable and actual out-of-pocket costs and expenses of every type and nature (including, without limitation, reasonable fees and expenses of counsel, accounting fees and expenses, fees and expenses related to any due diligence investigation and all other deal-related costs and expenses) incurred by or on behalf of the Purchaser in connection with the preparation, negotiation, execution and delivery of this Agreement, the Securities and the other Related Agreements and the consummation of the transactions contemplated hereby. In addition to the foregoing, all of the out-of-pocket expenses incurred by the Purchaser as a result of the Notes being issued by the Company instead of by a Subsidiary thereof that is an operating entity shall be reimbursed by the Company, regardless of whether the $350,000 cap above has been met or exceeded.
 
15.11 Governing Law
 
. In all respects, including matters of construction, validity and performance, this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of California applicable to contracts made and performed in that state (without regard to the choice of law or conflicts of law provisions thereof).
 
15.12 Consent to Jurisdiction and Venue; Waiver of Jury Trial
 
.
 
(a) Subject to Section 15.12(e), each of the parties hereby consents and agrees that all actions, suits or other proceedings arising under or in connection with this Agreement, the Securities or any other Related Agreement shall be tried and litigated in state or federal courts located in the County of Los Angeles, State of California, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or related to this Agreement, the Securities or any other Related Agreement. Notwithstanding the foregoing, nothing contained in this Section 15.12 shall preclude the Purchaser from bringing any action, suit or other proceeding in the courts of any other location where the assets of any member of the Company Group or the Collateral may be found or located or to enforce any judgment or other court order in favor of the Purchaser.
 
(b) Subject to Section 15.12(e), each of the parties hereby (i) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any action, suit or other proceeding commenced in any such court, (ii) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such Person may have based upon lack of personal jurisdiction or improper venue and (iii) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each of the parties hereby waives personal service of the summons, complaint or other process issued in any such action, suit or other proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to such party at the address set forth in Section 15.6 and that service so made shall be deemed completed upon the earlier of such Person's actual receipt thereof or 5 days after deposit in the United States mail, proper postage prepaid.
 
(c) To the extent permitted under Applicable Laws of any such jurisdiction, each member of the Company Group hereby waives, in respect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Person's present or future domicile, or otherwise, may be available to it.
 
(d) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
 
(e) The parties acknowledge and agree that in respect of any disputes arising out of or in connection with any Additional Australian Agreement and any CHESS Agreement ("Australian Dispute"), the courts that have jurisdiction in New South Wales, Australia shall have exclusive jurisdiction to settle any Australian Dispute. Subject to this Section, the parties acknowledge and agree that those courts are the most appropriate and convenient courts to settle any Australian Dispute and no party will argue to the contrary. Each party hereby irrevocably waives any objection it may now, or in the future, have to the venue of any proceedings in relation to an Australian Dispute, and any claim it may now, or in the future, have that any proceedings have been brought in an inconvenient forum, where that venue is New South Wales, Australia. This Section 15.12(e) is for the benefit of the Purchaser only. As a result, the Purchaser will not be prevented from commencing proceedings relating to an Australian Dispute in any other courts with jurisdiction, subject to this Agreement. To the extent permitted by law and this Agreement, the parties hereby acknowledge and agree that the Purchaser may also commence and maintain concurrent proceedings in any number of jurisdictions.
 
15.13 Arbitration
 
. Except for any Australian Dispute, all claims, controversies or disputes arising under or in connection with this Agreement or any other Related Agreement, between or among any of the signatories hereto (and their respective employees, officers, directors, managers, attorneys, and other agents), whether sounding in contract or tort, including arbitrability and any claim that this Agreement or any other Related Agreement was induced by fraud (collectively, but subject to Section 15.13(d), the “Covered Claims”), may, at the election of any signatory hereto, be resolved by binding arbitration in Los Angeles, California in accordance with the following terms and conditions:
 
(a) Administrator. The arbitration of all Covered Claims will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect, except that the arbitration proceedings will be governed by California procedural law as if the Covered Claims had been brought in a state court of California; provided, however, that (i) the signatories hereto waive any right to jury, (ii) there shall be no interlocutory appellate relief (such as writs) available, (iii) discovery will be limited to matters which are directly relevant to the issues in the arbitration, and (iv) any award of the Arbitrator shall be final and binding and non-appealable.
 
(b) Arbitrator. The arbitration will take place in the Los Angeles office of AAA and be conducted by a single, neutral arbitrator (“Arbitrator”), to be selected as follows:
 
(i) within 7 Business Days from service of an arbitration complaint, the parties thereto will endeavor in good faith to agree upon an Arbitrator;
 
(ii) failing such agreement under immediately preceding subparagraph (i), the parties, or any party, thereto will ask AAA to supply the parties thereto with a list of no less than seven arbitrators (all of whom shall disclose and clear any potential conflicts) having no less than 5 years’ experience in arbitrating complex business arrangements. Upon receipt of that list of potential arbitrators, each of the parties thereto will communicate within seven days to AAA the names of four arbitrators from the list that such party would agree to use, or its right to participate in the selection of the arbitrator will be forfeited. As soon as AAA receives the selections from affected parties, AAA will review the selected arbitrators and appoint one of those arbitrators whose name appears on all of the lists submitted by the parties. AAA will have the discretion to select the arbitrator that it believes is best suited for the arbitration in terms of experience and availability, and AAA’s selection will be final.
 
(c) Interim, Provisional or Emergency Relief. The Arbitrator may, in the course of the proceedings, order any interim, provisional or emergency relief, remedy or measure (including attachment, preliminary injunction, or the deposit of specified security) that the Arbitrator considers to be necessary, just and equitable. The failure of a party to the Arbitration to comply with such an interim order may, after due notice and opportunity to cure such noncompliance, be treated by the Arbitrator as a default, and some or all of the claims or defenses of such defaulting party may be stricken and partial or final award entered against such party, or the Arbitrator may impose such lesser sanctions as the Arbitrator may deem appropriate. This Section 15.13 will not preclude the parties to an arbitration from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction, and each of the signatories hereto irrevocably submits to the jurisdiction of the Superior Court of the County of Los Angeles and the United States District Court for the Central District of California, located in the County of Los Angeles, California, in conjunction with an application for a provisional remedy.
 
(d) Excluded Claims. The term “Covered Claims” as used in this Agreement does not include compulsory or permissive cross-claims between or among the parties that arise in a legal action brought by or against a non-signatory hereto (“Non-Signatory Action”). However, a party that has the right to assert a permissive cross-claim against another party in a Non-Signatory Action may choose to treat that claim as a Covered Claim and assert it in accordance with the terms of this Agreement. The term “Covered Claims” as used in this Agreement also does not limit the right of any party to (i) foreclose against real or personal property collateral, (ii) exercise self-help remedies relating to collateral or proceeds of collateral such as setoff or repossession, or (iii) obtain provisional or ancillary remedies such as replevin, injunctive relief, attachment or the appointment of a receiver, before, during or after the pendency of any arbitration proceeding. The exclusions from “Covered Claims” set forth in this Section 15.13(d) do not constitute a waiver or the right or obligation of any signatory hereto to submit any dispute to arbitration or reference hereunder, including those arising from the exercise of the actions detailed in this Section 15.13(d).
 
(e) Record and Proceedings. A full stenographic or electronic record of all proceedings in the arbitration will be maintained, and the Arbitrator will issue rulings, a statement of decision and a judgment as if the Arbitrator were a sitting judge of the state court of California, with all of the powers (including with respect to remedies) vested in such a judge. The fees and costs of creating and maintaining a stenographic or electronic record will be initially borne by the parties to the arbitration in equal amounts, pro rata.
 
(f) Res Judicata, Collateral Estoppel and Law of the Case. A decision of the Arbitrator will have the same force and effect with respect to collateral estoppel, res judicata and law of the case that such decision would have been entitled to if decided in a court of law, but in no event will such a decision be used by or against a party to this Agreement in a Non-Signatory Action.
 
(g) Jurisdiction/Venue/Enforcement of Award. The signatories hereto consent and submit to the exclusive personal jurisdiction and venue of the state and federal courts located in Los Angeles, California to confirm any arbitration award granted pursuant to this Agreement, including any award granting equitable relief, and to otherwise enforce this Agreement and carry out the intentions of the signatories hereto to resolve all Covered Claims through arbitration. This Section 15.13 does not prevent the signatories hereto from enforcing the award of the arbitrator in the court of any other jurisdiction, to the extent permitted by law (for example, if property that is the subject of the award is located in another jurisdiction).
 
(h) Confidentiality. All arbitration proceedings will be closed to the public and confidential, and all records relating thereto will be permanently sealed, except as necessary, and only to the extent reasonably necessary, to obtain court confirmation of the judgment of the Arbitrator, and except as necessary, and only to the extent reasonably necessary, to give effect to res judicata and collateral estoppel (e.g., in a dispute between any signatories hereto that is not a Covered Claim), in which case all filings with any court will be sealed to the extent permitted by the court. A signatory hereto (including such party’s counsel or other representative) may disclose to the media only the fact and generic nature of a Covered Claim that is being, or has been, arbitrated pursuant to this Agreement. Nothing in this Section 15.13 is intended to, or shall, preclude a signatory hereto from communicating with, or making disclosures to, its lawyers, tax advisors, auditors, lenders, investors, landlords, regulators and insurers, as necessary and appropriate or from making such other disclosures as may be required by law.
 
(i) Fees and Costs. The parties to an arbitration will share equally in the fees of the Arbitrator and the administrative costs of the arbitration; provided, however, that the prevailing party in the arbitration will be entitled to recover its fees and costs (including attorneys’ fees) from the other party or parties.
 
15.14 Federal Anti-Money Laundering Law
 
. To help the government fight the funding of terrorism and money laundering activities, federal law requires financial institutions (which may include the Purchaser and its Affiliates) to obtain, verify and record information that identifies each person who opens an account or other formal customer relationship. Accordingly, in connection with this Agreement, the Purchaser may require that the Company Group provide certified copies of their articles of incorporation, certificate of formation, operating agreement or other similar identifying documents. Further, each member of the Company Group confirms that its legal name and address, as set forth in this Agreement, are correct and complete and covenant and agree to provide such other information as may be necessary to allow the Purchaser and its Affiliates to comply with such laws.
 
15.15 Time of the Essence
 
. Time is of the essence in the Agreement and Related Agreements.
 
15.16 Press Release
 
. Each party will consult with the other before issuing, and provide each other the opportunity to review, comment upon and concur with and use reasonable efforts to agree on, any press release announcing principally the transactions contemplated by this Agreement, and shall not issue any such press release prior to such consultation, except as either party may determine is required under Applicable Laws or by obligations pursuant to any listing agreement with any securities exchange. The parties agree that the initial press release to be issued with respect to the transactions contemplated by this Agreement shall be in the form heretofore agreed to by the parties.
 
15.17 Limitation on Liability
 
. No claim shall be made by any party or any of their Affiliates against any other party, or any Affiliates, partners, directors, officers, employees, agents or representatives of such other party, for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or under any other theory of liability arising out of or related to the transactions contemplated by this Agreement, the Securities, any other Related Agreement, or any act, omission or event occurring in connection therewith. Each party hereby waives, releases and agrees not to sue upon any claim for such damages, whether or not accrued and whether or not known or suspected to exist in its favor.
 
15.18 Co-Issuers
 
. It is understood and agreed that the issuance of the Notes to the Purchaser on a joint issuer basis as set forth in this Agreement and the Notes is solely as an accommodation to the Issuers (individually, a "Co-Issuer", and collectively, the “Co-Issuers") and at their request.  Accordingly, the Co-Issuers hereby agree as follows:
 
(a) Each Co-Issuer acknowledges and agrees that the intention of the parties is that each Co-Issuer shall be a direct and primary "Issuer" with respect to the Obligations to the Purchaser evidenced or secured by the Note Documents, and the Co-Issuers agree that they are jointly and severally liable for the Obligations to the Purchaser and liabilities of each Issuer and the Issuers under the Note Documents.  Except as expressly otherwise provided in any Loan Document, (i) any covenant, representation or warranty by any Co-Issuer in any Note Document shall be deemed to be a covenant, representation or warranty with respect to each Co-Issuer and all Co-Issuers, and a breach of any such covenant, representation or warranty by any Co-Issuer or all Co-Issuers shall be deemed to be a breach of such covenant, representation or warranty by each Co-Issuer and all Co-Issuers, (ii) any requirement, restriction or prohibition with respect to any Co-Issuer or all Co-Issuers shall be deemed to be a requirement, restriction or prohibition with respect each Co-Issuer and all Co-Issuers, and (iii) any event described as a "Default" or "Event of Default" or giving rise to a right to accelerate or other remedy with respect to any Co-Issuer or all Co-Issuers shall be a "Default" or "Event of Default" or an event giving rise to the right to accelerate or other remedy, as the case may be, as to each Co-Issuer and all Co-Issuers.  Any waiver by any Co-Issuer or all Co-Issuers shall be deemed to be a waiver by each Co-Issuer and all Co-Issuers.  Any right or remedy of Purchaser against any Co-Issuer or all Co-Issuers may be exercised by Purchaser against any Co-Issuer or all or some Co-Issuers.
 
(b) Each Co-Issuer hereby irrevocably appoints each other Co-Issuer as the appointing Co-Issuer's agent and attorney-in-fact for all purposes of the Note Documents, including, without limitation, the giving and receiving of notices and other communications and making of requests and elections.  Purchaser is entitled to rely, and shall be exonerated from any liability for relying, upon any notice, communication, request or election by any Co-Issuer without the need for any consent or other authorization of any other Co-Issuer and upon any information or certificate provided on behalf of any Co-Issuer.  However, Purchaser may in its sole discretion elect not to accept any notice, communication, request or election from or by fewer than all of the Co-Issuers, and upon such election by Purchaser any such rejected notice, communication, request or other election shall have no force or effect.
 
15.19 Suretyship and Guarantor Waivers
 
. In the event that for any reason any party (individually, an “Obligated Party”, and collectively, the “Obligated Parties”) to this Agreement, the Notes, the Collateral Documents and the Related Agreements (each, a “Note Document”, and collectively, the “Note Documents”) is held or deemed to be a guarantor of or surety for the payment and performance by any other Obligated Party of any Obligations to the Purchaser, each Obligated Party hereby agrees as follows:
 
(a) Each Obligated Party hereby waives any right it may now or hereafter have to require Purchaser, as a condition to the exercise of any remedy or other right against any Obligated Party hereunder or under any other Note Document:  (i) to proceed against any Obligated Party or other Person, or against collateral given by any Obligated Party or other Person; (ii) to pursue any other right or remedy in the power Purchaser; (iii) to give notice of the time, place or terms of any public or private sale of real or personal property collateral given by any Obligated Party or other Person, or otherwise to comply with any applicable UCC or similar law with respect to any such personal property collateral; or (iv) to make or give (except as otherwise expressly provided in the Note Documents) any presentment, demand, protest, notice of dishonor, notice of protest or other demand or notice of any kind in connection with any obligation under the Note Documents or any collateral.
 
(b) Each Obligated Party hereby waives any defense it may now or hereafter have that relates to:  (i) any disability or other defense of any Obligated Party or other Person; (ii) the cessation, from any cause other than full performance, of all Obligations to the Purchaser of any Obligated Party or any other Person; (iii) the application of the proceeds of the Notes by any Obligated Party or other Person, for purposes other than the purposes represented to any other Obligated Party by such representing Obligated Party or otherwise intended or understood by any Obligated Party; (iv) any act or omission by Purchaser which directly or indirectly results in or contributes to the release of any Obligated Party or other Person or any collateral for any obligation under the Note Documents; (v) the unenforceability or invalidity of any collateral assignment or guaranty with respect to any obligation under the Note Documents, or the lack of perfection or continuing perfection or lack of priority of any lien which secures any obligation under the Note Documents; (vi) any failure of Purchaser to marshal assets in favor of any Obligated Party or any other Person; (vii) any modification of any obligation under the Note Documents, including any renewal, extension, acceleration or increase in interest rate; (viii) any and all rights and defenses arising out of an election of remedies by Purchaser, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed any Obligated Party's rights of contribution, subrogation and reimbursement against any other Obligated Party by the operation of any Applicable Law or otherwise; (ix) any Applicable Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety's or guarantor's obligation in proportion to the principal obligation; (x) any failure of Purchaser to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person; (xi) the election by Purchaser, in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111(b)(2) of the United States Bankruptcy Code; (xii) any extension of credit or the grant of any lien under Section 364 of the United States Bankruptcy Code; (xiii) any use of cash collateral under Section 363 of the United States Bankruptcy Code; or (xiv) any agreement or stipulation with respect to the provision of adequate protection in any bankruptcy proceeding of any Person.  These rights and defenses being waived by each Obligated Party include, but are not limited to, any rights or defenses based upon all Applicable Law. Without limiting the generality of the foregoing or any other provision hereof, each Obligated Party further expressly waives to the extent permitted by Applicable Law any and all suretyship and guarantor rights and defenses, including without limitation any rights of subrogation, exoneration, reimbursement, indemnification and contribution, which might otherwise be available to such Obligated Party under any Applicable Law.
 
(c) Each Obligated Party hereby waives:  (i) any right of subrogation against any other Obligated Party that relates to any obligation under the Note Documents; (ii) any right to enforce any remedy such Obligated Party may now or hereafter have against any other Obligated Party that relates to any obligation under the Note Documents; and (iii) any right to participate in any collateral now or hereafter assigned to Purchaser with respect to any obligation under the Note Documents.
 
(d) Each Obligated Party warrants and agrees:  (i) that such Obligated Party has not relied, and will not rely, on any representation or warranty by Purchaser to any Obligated Party with respect to the creditworthiness of any other Obligated Party or the prospects of repayment of any obligation under the Note Documents; (ii) that such Obligated Party has established or will establish adequate means of obtaining from each other Obligated Party on a continuing basis financial and other information pertaining to the business operations, if any, and financial condition of each other Obligated Party; (iii) that such Obligated Party assumes full responsibility for keeping informed with respect to each other Obligated Party's business operations, if any, and financial condition; (iv) that Purchaser has no duty to disclose or report to such Obligated Party any information now or hereafter known to Purchaser with respect to any other Obligated Party, including, without limitation, any information relating to any other Obligated Party's business operations or financial condition; and (v) that such Obligated Party is familiar with the terms and conditions of the Note Documents and consents to all provisions thereof.
 
(e) Each Obligated Party warrants that all of the waivers in this Agreement are made with full knowledge of their significance, and of the fact that events giving rise to any defense or other benefit waived by such Obligated Party may destroy or impair rights which such Obligated Party would otherwise have against Purchaser, any other Obligated Party and other Persons, or against collateral. Each Obligated Party agrees that all such waivers are reasonable under the circumstances and further agrees that, if any such waiver is determined (by a court of competent jurisdiction) to be contrary to any Applicable Law or public policy, the other waivers herein shall nonetheless remain in full force and effect.
 
(f) Each Obligated Party waives any rights and defenses that are or may become available to it by reason of Sections 2787 to 2855, inclusive, and Sections 2899 and 3433 of the California Civil Code.
 
15.20 Proprietary Information.
 
(a) All nonpublic information provided to, or obtained by, a party regarding another party in connection with the transactions contemplated hereby shall be "Proprietary Information". Notwithstanding the foregoing, the term Proprietary Information shall not include information that (i) is or becomes within the public domain through no act of the receiving party in breach of this Section 15.20, (ii) was in the possession of the receiving party prior to its disclosure or transfer hereunder other than, with respect to the Purchaser, all information pertaining to Royal Wolf Holdings and its Subsidiaries that is not presently in the public domain (which information shall be Proprietary Information until publicly disclosed by a Person other than Purchaser), (iii) is independently developed by the receiving party, or (iv) is received from another source without any restriction on use or disclosure through no act of the receiving party in breach of this Section 15.20.
 
(b) Except as specifically provided herein, each party agrees that it shall not disclose any Proprietary Information to any Third Party nor use any Proprietary Information of another party for any purpose other than as may be necessary in connection with the transactions contemplated hereby. The parties shall each protect all Proprietary Information with the same degree of care as it applies to protect its own proprietary information. As used in this Section, the term "Third Party" shall be broadly interpreted to include any corporation, company, partnership or individual.
 
(c) Notwithstanding the foregoing, a party may disclose such Proprietary Information to their respective directors, officers, employees, consultants, agents and representatives who need to know such Proprietary Information in connection with the transactions contemplated hereby and thereby (it being understood that such directors, officers, consultants, agents and representatives shall be informed by the receiving party of the confidential nature of such Proprietary Information); provided, that, the receiving party agrees to be responsible for any breach of this Section 15.20 by such persons.
 
(d) Except with respect to any disclosures (i) required to be made to the National Association of Insurance Commissioners, any nationally recognized ratings agencies or any Governmental Authority or (ii) that are necessary to effect compliance with any law, rule, regulation or order applicable to such party or in response to any subpoena or other legal process, in the event a party is legally requested or required to disclose Proprietary Information of the other party, the receiving party shall, to the extent practicable and permitted by law or order, promptly notify the disclosing party of such request or requirement so that the disclosing party may seek an appropriate protective order or waive the provisions of this Section 15.20. In the event that such protection or other remedy is not obtained or that the disclosing party waives compliance, the receiving party agrees to furnish only that portion of the Proprietary Information which it reasonably determines is legally required. Notwithstanding anything to the contrary in this Agreement, a disclosing party shall not be required to provide any information to any other party which it reasonably believes it may not provide to another party by reason of applicable law, rules or regulations.
 
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SMRH:483440422.2
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first written above.
 
 
"PURCHASER"
BISON CAPITAL PARTNERS V, L.P., a Delaware limited partnership
By: BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership, its general partner
By: BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability company, its general partner
 
 
By:            /s/ Douglas B. Trussler                                                                            
Name:                      Douglas B. Trussler
Title:                      Managing Member
 
 
 
"GFN"
GENERAL FINANCE CORPORATION
By:            /s/ Ronald F. Valenta 
Name:                       Ronald F. Valenta
Title: Chief Executive Officer
 
 
 
"GFN (US)"
GFN U.S. AUSTRALASIA HOLDINGS, INC.
By:                       /s/ Charles E. Barrantes 
Name:                       Charles E. Barrantes
Title:                      Chief Financial Officer
 
 
 
 
 
"COMPANY" OR “HOLDINGS”
GFN ASIA PACIFIC HOLDINGS PTY LTD.
By:            /s/ Christopher A. Wilson                                                                            
Name:                      Christopher A. Wilson
Title:                       Director
 
 
 
 
 
“FINANCE”
 
 
GFN ASIA PACIFIC FINANCE PTY LTD.
By:            /s/ Christopher A. Wilson                                                                            
Name:                      Christopher A. Wilson
Title:                       Director
 
 
 
 
 
SMRH:483440422.3
 
 
 
 
 
 
 
10.
Acceptance and Termination.
 
This Commitment Letter and all commitments and undertakings of Purchaser hereunder will expire automatically and without further action or notice and without further obligation to you at 5:00 p.m. (California time) on July 14, 2017 unless you execute this Commitment Letter and return it prior to that time to Purchaser at the address set forth on this first page hereof, Attention: Doug Trussler. Thereafter, all commitments and undertakings of Purchaser hereunder will expire at 5:00 p.m. (California time) on July 14, 2017, unless the Definitive Agreements are executed and delivered on or prior thereto.
 
We are pleased to have the opportunity to work with you in connection with this important financing.
 
 
Sincerely yours,
 
 
"PURCHASER"
BISON CAPITAL PARTNERS V, L.P., a Delaware limited partnership
By: BISON CAPITAL PARTNERS V GP, L.P., a Delaware limited partnership, its general partner
By: BISON CAPITAL PARTNERS GP, LLC, a Delaware limited liability company, its general partner
 
 
By:            /s/ Douglas B. Trussler 
Name:                      Douglas B. Trussler
Title:                      Managing Member
 
 
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501062630v4
GFN Asia Pacific Holdings PTY Ltd
GFN Asia Pacific Finance PTY Ltd
July 11, 2017
 
 
 
 
 
 
Agreed and Accepted
this 11th day of July, 2017
 
 
 
"GFN"
GENERAL FINANCE CORPORATION
By:            /s/ Ronald F. Valenta                                                                            
Name:                       Ronald F. Valenta
Title: Chief Executive Officer
 
 
 
"GFN (US)"
GFN U.S. AUSTRALASIA HOLDINGS, INC.
By:                       /s/ Charles E. Barrantes 
Name:                       Charles E. Barrantes
Title:                      Chief Financial Officer
 
 
 
 
 
 “HOLDINGS”
GFN ASIA PACIFIC HOLDINGS PTY LTD.
By:            /s/ Charles E. Barrantes 
Name:                       Charles E. Barrantes
Title:                      Director
By:            /s/ Christopher A. Wilson                                                                            
Name:                        Christopher A. Wilson
Title:                        Director / Company Secretary
 
 
 
 
 
“FINANCE”
 
 
GFN ASIA PACIFIC FINANCE PTY LTD.
By:            /s/ Charles E. Barrantes 
Name:                       Charles E. Barrantes
Title:                      Director
By:            /s/ Christopher A. Wilson                                                                            
Name:                        Christopher A. Wilson
Title:                        Director / Company Secretary
 
 
 
 
 
501062630v4
Exhibit A
 
 
 
SECURED SENIOR PROMISSORY NOTE
 
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
 
GFN ASIA PACIFIC HOLDINGS PTY LTD.
 
GFN ASIA PACIFIC FINANCE PTY LTD.
 
11.9% SECURED SENIOR PROMISSORY NOTE
 
 
 
US$26,000,000  Los Angeles, California
 
[________], 2017
 
FOR VALUE RECEIVED, GFN ASIA PACIFIC HOLDINGS PTY LTD. (ACN 620 127 791), an Australian corporation ("Holdings”), and GFN ASIA PACIFIC FINANCE PTY LTD. (CAN 620 128 001), an Australian corporation ("Finance”), hereby jointly and severally promise to pay to the order of BISON CAPITAL PARTNERS V, L.P., a Delaware limited partnership ("Bison Capital"), or its registered assigns (along with Bison Capital, each a "Holder"), on the Maturity Date (as hereinafter defined), the principal sum of US$26,000,000, or in the case of a prepayment, such portion thereof being prepaid, with interest thereon from time to time as provided herein. Holdings and Finance are collectively referred to as the “Makers” and each individually as a “Maker”. Holdings is from time to time referred to as the “Designated Maker. General Finance Corporation, a Delaware corporation (“GFN”), for good and valuable consideration of which it acknowledges, is a party to this Note for purposes of Section 4 and Exhibit A hereof only, and the only obligation of GFN under this Note is to issue shares of GFN common stock, par value US$0.0001 per share (the “Common Stock”) pursuant to Section 4 and Exhibit A hereof and to comply with Exhibit A hereof.
 
This Note is the Convertible Note referred to in the Securities Purchase Agreement (the "Purchase Agreement"), dated as of [________], 2017, by and among Bison Capital, GFN, GFN U.S. Australasia Holdings, Inc., a Delaware corporation ("GFN US"), Makers and the other parties from time to time party thereto and is subject to the provisions of the Purchase Agreement, and is subject to acceleration and to optional and mandatory prepayment in whole or in part as provided herein. The Holder is entitled to the benefits of this Note and the Purchase Agreement, as it relates to this Note, and may enforce the agreements of the Makers contained herein and therein and exercise the remedies provided for hereby and thereby or otherwise available in respect hereto and thereto. Capitalized terms used herein without definition are used herein with the meanings ascribed to such terms in the Purchase Agreement. This Note is secured and guaranteed as provided in the Related Agreements.
 
1. Interest; Return on Investment.
 
(a)           Subject to Section 1(b) hereof, the Makers promise to pay interest on the principal amount of this Note from time to time outstanding (the “Principal Amount”) at the per annum rate of 11.9% (the "Scheduled Interest Rate"); provided, that the Scheduled Interest Rate shall increase to and therefore be deemed to be the per annum rate of 14.4% upon and during the continuance of a 100% Acquisition State Failure. All accrued interest payable pursuant to this Section 1(a) shall be due and payable in arrears on the first date of each quarter or, if any such date shall not be a Business Day, on the next succeeding Business Day to occur after such date (the "Interest Payment Date"), beginning on [______], 2017, and shall be paid in immediately available funds to an account designated by the Holder. All interest payable pursuant to this Section 1(a) shall be calculated and accrue and be paid in Australian Dollars. To the extent Makers pay any installment of interest under this Note in Australian Dollars, Makers shall pay concurrently therewith an amount sufficient to pay all withholding, currency conversion and other similar costs, fees and expenses such that Holder may convert the full amount of the installment of interest to United States Dollars.
 
(b)           If at any time (i) Makers fail to make any payment of principal as and when due (whether at stated maturity, upon acceleration or required prepayment or otherwise), (ii) Makers fail to make any payment of interest, premium, if any, fees, costs, expenses, taxes or other amounts due hereunder within one Business Day after the date when due, or (iii) any other Event of Default has occurred and is continuing, then, in addition to the rights and remedies available to the Holder under the Purchase Agreement, this Note, the other Related Agreements and Applicable Laws, (x) Makers shall pay interest in cash on the unpaid principal balance of, premium, if any, and accrued and unpaid interest on this Note at a rate per annum (the "Default Rate") equal to the sum of the Scheduled Interest Rate plus 2.0% from the date specified in Section 12.1 of the Purchase Agreement until such time as such Event of Default is cured or waived and, additionally, (y) the Holder may demand immediate repayment of the Principal Amount and any accrued but unpaid interest.
 
(c)           All interest payable at the Scheduled Interest Rate shall be due and payable in arrears on each Interest Payment Date, and, until the first Interest Payment Date following the second anniversary of the Closing Date, may be paid in kind by automatically increasing the principal amount outstanding under this Note by an amount equal to the interest payable in kind on each Interest Payment Date; provided, however, that if an Event of Default has occurred, the Holder may elect to have the interest accruing at the Scheduled Interest Rate to be paid in immediately available funds to an account designated by the Holder. Interest paid in kind shall compound annually on each anniversary of the date of this Note.
 
(d)           Interest payable under this Note shall accrue from and including the date of issuance through and until repayment of the principal and payment of all accrued interest and premium, if any, in full. All interest payable under this Note shall accrue on a quarterly basis and be computed on the basis of a 360-day year of twelve 30-day months.
 
(e)           If the Principal Amount actually received by Holder under this Note plus interest thereon actually received by Holder under this Note plus proceeds from the sale of any Common Stock received by Holder after conversion of any Principal Amount of this Note (collectively, the “Proceeds”) do not, in the aggregate, exceed US$45,500,000, then the Makers shall promptly pay to Holder in immediately available funds the difference between US$45,500,000 and the Proceeds actually received.
 
2. Maturity Date. The outstanding principal balance of this Note, together with all premiums, if any, accrued and unpaid interest on, and all other amounts owing under this Note, shall be due and payable on [____________, 2022] (the "Maturity Date").
 
3. Optional Prepayments.
 
(a)           Makers may not prepay the unpaid principal balance of this Note prior to the first anniversary of the Closing Date. Thereafter, subject to Section 3(b), this Note may be voluntarily prepaid, at the sole option of Makers, in whole or in part, as follows: (i) at 102.0% of the Principal Amount being prepaid at any time on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date; (ii) at 101.0% of the Principal Amount being prepaid at any time on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date; and (iii) at 100.0% of the Principal Amount being prepaid at any time on or after the third anniversary of the Closing Date. The optional prepayment amount as provided in each of Sections 3(a)(i)-(iii) shall be referred to as an "Optional Prepayment Amount." Any prepayment of this Note under this Section 3 shall also include all accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment.
 
(b)           Makers shall give the Holder written notice of each voluntary prepayment not less than 5 nor more than 30 days prior to the date of prepayment. Such notice shall specify the Principal Amount of this Note to be prepaid on such date. Notice of prepayment having been given as aforesaid, a payment in an amount equal to the Principal Amount of this Note specified in such prepayment notice shall become due and payable on such prepayment date, together with all accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment. All prepayments of principal shall be in minimum increments of US$250,000 or the entire unpaid Principal Amount, if less than US$250,000.
 
4. Conversion Right and Preemptive Right. The attached Exhibit A is hereby incorporated into this Note by reference as if fully set forth herein, and shall apply to this Note and the Transactions contemplated hereby.
 
5. Change in Control Prepayment. The Holder may require the Makers to prepay the outstanding principal balance of this Note, in whole or in part, and shall be entitled to all premiums that Holder would otherwise be entitled to under this Note (including any Repayment Premium and/or Optional Prepayment Amount) as a result of an acceleration of the amounts owing under this Note, as requested by the Holder, at any time during the 90-day period following the consummation of any transaction which constitutes a Change in Control (as such term is defined below), at the prepayment amount set forth below. For the purposes of this Note, a "Change in Control" shall mean:
 
(a)           any transaction or other event (including, without limitation, any merger, consolidation, sale or other transfer of stock or voting rights with respect thereto, issuance of stock, death or other transaction or event) by virtue of which GFN fails to own, directly, all of the outstanding Capital Stock of GFN (US) and indirectly, all of the outstanding Capital Stock of each Subsidiary of GFN (US); provided, however, that the sale, transfer or other disposition by any Subsidiary of Royal Wolf Holdings (the “Dissolving Entity”) of substantially all of its assets to another Subsidiary of Royal Wolf Holdings followed by the dissolution of the Dissolving Entity shall not constitute a Change of Control;
 
(b)           the Capital Stock of GFN (US), Holdings, Finance or Royal Wolf Holdings becomes subject to a Lien (other than a Lien in favor of Holder);
 
(c)           any sale, lease, transfer, assignment or other disposition of all or substantially all of the assets of GFN (US) and its Subsidiaries; provided, however, that the sale, transfer or other disposition by the Dissolving Entity of substantially all of its assets to another Subsidiary of Royal Wolf Holdings shall not constitute a Change of Control;
 
(d)           any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 50% of the equity securities of GFN entitled to vote for members of the board of directors or equivalent governing body of GFN on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
 
(e)           during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of GFN ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
 
(f)           the passage of thirty days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of GFN, or control over the equity securities of GFN entitled to vote for members of the board of directors or equivalent governing body of GFN on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing more than 50% of the combined voting power of such securities.
The prepayment amount under this Section 5 shall be equal to the Principal Amount being prepaid, plus accrued and unpaid interest thereon through and including the date of prepayment. Makers shall notify the Holder of the date on which a Change in Control has occurred within three Business Days after such date and shall, in such notification, inform the Holder of the Holder's right to require Makers to prepay this Note as provided in this Section 5 and of the date on which such right shall terminate. If the Holder elects to require Makers to prepay this Note pursuant to this Section 5, it shall furnish written notice to Makers advising Maker of such election and the amount of principal of this Note to be prepaid. Maker shall prepay this Note in accordance with this Section 5 and such written notice within 3 Business Days after its receipt of such written notice.
 
6. Closing Fee. Upon the Closing, the Maker shall pay to Bison Capital the sum of USD$800,000 (the "Closing Fee") as provided in the Purchase Agreement. Payment of the Closing Fee shall not reduce any amounts owed as principal or interest hereunder.
 
7. Security. The obligations of the Makers to the Holder under this Note, the Purchase Agreement and the other Related Agreements shall be secured by a perfected first priority Lien granted to the Holder pursuant to each Pledge Agreement and Additional Pledge Agreement to which each Maker is a party.
 
8. Manner of Payment. Payments of principal and other amounts due under this Note (except for interest) shall be made no later than 2:00 p.m. (Eastern Time) on the date when due and in United States Dollars (by wire transfer in funds immediately available at the place of payment) to such account as the Holder may designate in writing to either Maker. Payments of interest in Australian Dollars under this Note shall be made no later than 2:00 p.m. (Eastern Time) on the date when due (by wire transfer in funds immediately available at the place of payment) to such account as the Holder may designate in writing to either Maker. Any payments due hereunder which are due on a day which is not a Business Day shall be payable on the first succeeding Business Day and such extension of time shall be included in the computation.
 
9. Maximum Lawful Rate of Interest. The rate of interest payable under this Note shall in no event exceed the maximum rate permissible under applicable law. If the rate of interest payable on this Note is ever reduced as a result of this Section 9 and at any time thereafter the maximum rate permitted under applicable law exceeds the rate of interest provided for in this Note, then the rate provided for in this Note shall be increased to the maximum rate provided for under applicable law for such period as is required so that the total amount of interest received by the Holder is that which would have been received by the Holder but for the operation of the first sentence of this Section 9.
 
10. Makers’ Waivers. Except as otherwise provided herein, each Maker hereby waives presentment for payment, demand, protest, notice of protest and notice of dishonor hereof, and all other notices of any kind to which it may be entitled under applicable law or otherwise.
 
11. Transfer.
 
(a)           The term "Holder" as used herein shall also include any transferee of this Note whose name has been recorded by Designated Maker in the Register (as hereinafter defined). Each transferee of this Note acknowledges that this Note has not been registered under the Securities Act, and may be transferred only pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act.
 
(b)           Designated Maker shall maintain at its principal executive office a register for the registration of transfers of this Note (the "Register"). The name and address of the Holder, each transfer thereof and the name and address of each transferee shall be registered in the Register. Prior to due presentment for registration of transfer, absent demonstrable error, the Person in whose name the Note is registered shall be deemed and treated as the owner and holder thereof for all purposes hereof. Any transfer of this Note shall be effective only upon appropriate entries with respect thereto being made in the Register.
 
12. Persons Deemed Owners; Participations.
 
(a)           Prior to due presentment for registration of any assignment, Makers may treat the Person in whose name any Note is registered pursuant to the Register as the owner and Holder of such Note for all purposes whatsoever, and Makers shall not be affected by notice to the contrary. Subject to the preceding sentence, the Holder may grant to any other Person participations from time to time in all or any part of this Note on such terms and conditions as may be determined by the Holder in its sole and absolute discretion, subject to applicable federal and state securities laws; provided, however, that unless the Holder has assigned or transferred all or any portion of this Note in accordance with Section 13 hereof by surrendering this Note at Designated Maker’s principal executive office for registration of any such assignment or transfer, Makers shall continue to treat the Person in whose name the Note is registered as the owner of purposes, including payments. Notwithstanding anything to the contrary contained herein or otherwise, nothing in the Purchase Agreement, this Note or any other Related Agreement or otherwise shall confer upon the participant any rights in the Purchase Agreement or any Related Agreement, and the Holder shall retain all rights with respect to the administration, waiver, amendment, collection and enforcement of, compliance with and consent to the terms and provisions of the Purchase Agreement, this Note or any other Related Agreement.
 
(b)           In addition, the Holder may, without the consent of the participant, give or withhold its consent or agreement to any amendments to or modifications of the Purchase Agreement, this Note or any other Related Agreement, waive any of the provisions hereof or thereof or exercise or refrain from exercising any other rights or remedies which the Holder may have under the Purchase Agreement, this Note or any other Related Agreement or otherwise.
 
13. Assignment and Transfer. Subject to compliance with Applicable Law and except as otherwise provided in the Purchase Agreement, the Holder may, at any time and from time to time and without the consent of Makers, assign or transfer to one or more Persons all or any portion of this Note or any portion thereof (but not less than US$500,000 in Principal Amount in any single assignment (unless such lesser amount represents the entire outstanding principal balance hereof)) or any rights hereunder. Upon surrender of this Note at Designated Maker's principal executive office for registration of any such assignment or transfer, accompanied by a duly executed instrument of transfer, Makers shall, at their expense and within 3 Business Days of such surrender, execute and deliver one or more new notes of like tenor in the requested principal denominations and in the name of the assignee or assignees and bearing the legend set forth on the face of this Note, and this Note shall promptly be canceled. If the entire outstanding principal balance of this Note is not being assigned, Makers shall issue to the Holder hereof, within 3 Business Days of the date of surrender hereof, a new note which evidences the portion of such outstanding principal balance not being assigned. If this Note is divided into one or more notes and is held at any time by more than one Holder, any payments of principal of, premium, if any, and interest or other amounts on this Note which are not sufficient to pay all interest or other amounts due thereunder, shall be made pro rata with respect to all such notes in accordance with the outstanding Principal Amounts thereof, respectively. At any time that the original Note issued on the Closing Date is divided into two or more smaller Notes, all consents, approvals, waivers, demands and decisions that the Holder is entitled to make under this Note shall be made only by the Holders of a majority of the Principal Amounts of the Notes outstanding.
 
14. Loss, Theft, Destruction or Mutilation. Upon receipt of evidence reasonably satisfactory to the Designated Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of an indemnity agreement or other indemnity reasonably satisfactory to the Designated Maker or, in the case of any such mutilation, upon surrender and cancellation of such mutilated Note, the Makers shall make and deliver within 3 Business Days a new note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.
 
15. Costs of Collection. The Makers agrees to pay all costs and expenses, including the reasonable fees and expenses of any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by the Holder following an Event of Default in connection with (a) the enforcement of this Note or the collection of any sums due hereunder, whether or not suit is commenced; (b) any actions for declaratory relief in any way related to this Note; (c) the protection or preservation of any rights of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing any Maker's or any of their respective Subsidiaries' financial affairs if an Event of Default has occurred, including, without limitation, the following actions: (i) inspect the facilities of any Maker and any of their respective Subsidiaries or conduct appraisals of the financial condition of any Maker and any of their respective Subsidiaries; (ii) have an accounting firm chosen by the Holder review the books and records of any Maker and any of their respective Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Makers’ and each of their respective Subsidiaries' employees, accountants, customers and any other individuals related to the Makers or their respective Subsidiaries which the Holder believes may have relevant information concerning the financial condition of the Makers and any of their respective Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Makers and any of their respective Subsidiaries; (f) the Holder's participation in any refinancing, restructuring, bankruptcy or insolvency proceeding involving any Maker, any of their respective Subsidiaries or any other Affiliate of any Maker; (g) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any collateral, including in connection with any case under Bankruptcy Law; or (h) any refinancing or restructuring of this Note at the request or instigation of any Maker, including, without limitation, any restructuring in the nature of a "work out" or in any insolvency or bankruptcy proceeding of any Maker.
 
16. Extension of Time. The Holder, at its option, may extend the time for payment of this Note, postpone the enforcement hereof, or grant any other indulgences without affecting or diminishing the Holder's right to recourse against the Makers, which right is expressly reserved.
 
17. Notations. Before disposing of this Note or any portion thereof, the Holder may make a notation thereon (or on a schedule attached thereto) of the amount of all principal payments previously made by Makers with respect thereto.
 
18. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. TO THE EXTENT NECESSARY, THE PROVISIONS OF ALL OTHER DOCUMENTS REFERRED TO HEREIN (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF THE PURCHASE AGREEMENT AND SPECIFICALLY THE REPRESENTATIONS, WARRANTIES, COVENANTS AND EVENTS OF DEFAULT PROVIDED IN FAVOR OF OR FOR THE BENEFIT OF THE HOLDER) SHALL BE DEEMED TO BE INCLUDED HEREIN AS IF SET OUT IN FULL HEREIN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA EVEN IF EXPRESSED IN THE OTHER DOCUMENTS TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION. THE ENFORCEMENT BY THE HOLDER OF THE PURCHASE AGREEMENT OR ANY OTHER DOCUMENT UNDER THE LAWS OF ANOTHER JURISDICTION DOES NOT RESTRAIN OR IN ANY WAY IMPACT UPON THE ABILITY OF THE HOLDER TO ENFORCE THIS NOTE OR ANY GUARANTEE, LIEN OR SECURITY INTEREST HELD BY THE HOLDER IN RESPECT OF THE INDEBTEDNESS CREATED BY THIS NOTE OR OTHERWISE UNDER THE LAWS OF THE STATE OF CALIFORNIA.
 
19. Consent to Jurisdiction and Venue; Waiver of Jury Trial.
 
(a)           Each Maker hereby consents and agrees that all actions, suits or other proceedings arising under or in connection with this Note or any other Related Agreement shall be tried and litigated in state or federal courts located in the County of Los Angeles, State of California, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or related to this Note or any other Related Agreement. Notwithstanding the foregoing, nothing contained in this Section 19 shall preclude the Holder from bringing any action, suit or other proceeding in the courts of any other location where the assets of any member of the Company Group or the Collateral may be found or located or to enforce any judgment or other court order in favor of the Holder.
 
(b)           Each Maker hereby (i) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any action, suit or other proceeding commenced in any such court, (ii) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such Maker may have based upon lack of personal jurisdiction or improper venue and (iii) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each Maker hereby waives personal service of the summons, complaint or other process issued in any such action, suit or other proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to such party at the address set forth in Section 15.6 of the Purchase Agreement and that service so made shall be deemed completed upon the earlier of such Maker's actual receipt thereof or 5 days after deposit in the United States mail, proper postage prepaid.
 
(c)           To the extent permitted under Applicable Laws of any such jurisdiction, each Maker hereby waives, in respect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Maker's present or future domicile, or otherwise, may be available to it.
 
(d)           EACH MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
 
20. Arbitration; Incorporation by Reference. Section 15.13 of the Purchase Agreement is incorporated into this Note by this reference as if such Section was fully set forth herein, and shall apply to this Note and the transactions contemplated hereby.
 
21. Additional Tax Matters; Incorporation by Reference. Section 9.14(b) of the Purchase Agreement is incorporated into this Note by this reference as if such Section was fully set forth herein, and shall apply to this Note and the transactions contemplated hereby.
 
22. Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable substantially impair the benefits of the remaining provisions hereof.
 
23. Headings. The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
 
 
[SIGNATURE PAGE FOLLOWS]
SMRH:483340250.8
 
 
 
 
 
 
SMRH Draft
7/1/17
IN WITNESS WHEREOF, this Secured Senior Subordinated Promissory Note is executed as of the date first above written.
 
 
GFN ASIA PACIFIC HOLDINGS PTY LTD., an Australian corporation
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 
GFN ASIA PACIFIC FINANCE PTY LTD., an Australian corporation
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
ACKNOWLEDGED AND AGREED AS TO SECTION 4 AND EXHIBIT A ONLY:
 
 
GENERAL FINANCE CORPORATION
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 
 
 
 
 
 
SMRH:483340250.8
 
Signature Page - US$26,000,000 Note
 
 
 
 
SMRH Draft
7/1/17
Exhibit A
 
Conversion Right
 
 
4. Conversion.
 
(a) Generally. The Holder shall have the right at any time and from time to time to convert all or any portion of the Principal Amount of the Note then outstanding into shares of Common Stock at the Conversion Price in effect at the time of conversion (the “Conversion Right”). Subject to the terms and conditions of that certain Registration Rights Agreement dated [______, 2017] between GFN and Holder, GFN shall take all action as necessary to ensure that any Common Stock issued upon conversion of any portion of the Principal Amount of this Note is, upon issuance to the Holder or its designee, freely publicly tradeable by the Holder or its designee. Notwithstanding anything herein to the contrary, the Holder shall not attempt to convert, and GFN shall not cause the Holder to convert, any portion of this Note and GFN shall not issue to  the Holder any shares of Common Stock upon attempted conversion of this Note, to the extent, after giving effect to such issuance, the Holder (together with the Holder's Affiliates and associates), would (i) beneficially own in excess of 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such issuance or (ii) control in excess of 19.99% of the total voting power of GFN's securities outstanding immediately after giving effect to such issuance that are entitled to vote on a matter being voted on by holders of the Common Stock.
 
(b) Forced Conversion. Subject to Sections 4(a), hereof, if, after the date of this Note and prior to repayment in full of the Principal Amount and interest thereon, a Conversion Threshold Event occurs, then Maker may, within the 10 days occurring immediately after such Conversion Threshold Event (but not thereafter) cause the Holder to convert some or all of the remaining Principal Amount into Common Stock in accordance with this Section 4 (such a conversion, a “Forced Conversion”) by giving written notice of such forced conversion to Holder within such 10 day period (such notice, a “Forced Conversion Notice”). The date of the Forced Conversion Notice, if given within the foregoing 10-day period, shall be deemed to be a Notice of Conversion under this Section 4. The date of the conversion of the Principal Amount of this Note pursuant to a Forced Conversion shall occur no later than the day that is 10 days after delivery of the Forced Conversion Notice to Holder in accordance with the foregoing unless otherwise approved by the Holder in writing. In the event of a partial Forced Conversion, the minimum Principal Amount that may be required to be converted pursuant to such Forced Conversion shall be no less than US$5,000,000.
 
(c) Fractional Shares. No fractional shares of Common Stock shall be issued upon any conversion of the Note. In lieu of any fractional shares to which the Holder would otherwise be entitled, the Maker shall pay cash equal to such fraction multiplied by the fair market value of a share of Common Stock. Whether or not fractional shares would be issuable upon such conversion shall be determined on the basis of the outstanding principal amount of the Note at the time of conversion into Common Stock and the aggregate number of shares of Common Stock issuable upon such conversion.
 
(d) Mechanics of Conversion.
 
(1) The Holder shall exercise the Conversion Right by delivering a written notice of conversion to the Maker (the “Notice of Conversion”), which notice shall specify the Principal Amount to be converted and the Conversion Effective Date, and may specify that the effectiveness of the exercise of the Conversion Right is contingent upon the consummation of a transaction or occurrence meeting conditions specified by the Holder (such as timing and consideration payable to holders of Common Stock), in which case the Conversion Effective Date shall be deemed to be the date of the consummation of such event.
 
(2) Within two (2) Business Days after the Conversion Effective Date, GFN shall cause to be issued in the name of and delivered to the Holder (or its designee) a certificate or certificates for the number of Shares to which the Holder is entitled upon exercise of the Conversion Right. In addition, in the event the Holder converts all of the then outstanding Principal Amount of the Note, then the Maker shall, within five (5) Business Days after the Conversion Effective Date, pay to the Holder in immediately available funds all accrued and unpaid interest on the Principal Amount to be converted, in immediately available funds and the Holder shall deliver to GFN the original Note, marked cancelled.
 
(3) Reservation of Shares. GFN shall at all times when the Note shall be  outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the Conversion Right, such number of its duly authorized shares of Common Stock as shall from time to time be sufficient to effect the conversion of the then outstanding Principal Amount of the Note; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the Conversion Right of the then outstanding Principal Amount of the Note, GFN shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in reasonable efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation of GFN. Before taking any action which would cause an adjustment reducing the Conversion Price below the then par value of the shares of Common Stock issuable upon conversion of the Note, GFN will take any corporate action which may, in the opinion of its counsel, be necessary in order that GFN may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price.
 
(e) Adjustment for Stock Splits and Combinations. If GFN shall at any time or from time to time after the Original Issue Date effect a subdivision of the outstanding Common Stock, the Conversion Price in effect immediately before that subdivision shall be proportionately decreased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be increased in proportion to such increase in the aggregate number of shares of Common Stock outstanding. If GFN shall at any time or from time to time after the Original Issue Date combine the outstanding shares of Common Stock, the Conversion Price in effect immediately before the combination shall be proportionately increased so that the number of shares of Common Stock issuable on conversion of each share of such series shall be decreased in proportion to such decrease in the aggregate number of shares of Common Stock outstanding. Any adjustment under this subsection shall become effective at the close of business on the date the subdivision or combination becomes effective.
 
(f) Adjustment for Certain Dividends and Distributions. In the event GFN at any time or from time to time after the Original Issue Date shall make or issue, or fix a record date for the determination of holders of Common Stock or Preferred Stock entitled to receive, a dividend or other distribution payable on the Common Stock in additional shares of Common Stock, then and in each such event the Conversion Price in effect immediately before such event shall be decreased as of the time of such issuance or, in the event such a record date shall have been fixed, as of the close of business on such record date, by multiplying the Conversion Price then in effect by a fraction:
 
(1) the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and
 
(2) the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.
 
Notwithstanding the foregoing (i) if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this subsection as of the time of actual payment of such dividends or distributions; and (ii) no such adjustment shall be made if the Holder simultaneously receives a dividend or other distribution of shares of Common Stock in a number equal to the number of shares of Common Stock as they would have received if the entire Principal Amount of the Note had been converted into Common Stock on the date of such event.
 
(g) Adjustment for Merger or Reorganization, etc. If there shall occur any reorganization, recapitalization, reclassification, consolidation or merger involving GFN in which the Common Stock is converted into or exchanged for securities, cash or other property (other than a transaction covered by Subsection 4(f)), then, following any such reorganization, recapitalization, reclassification, consolidation or merger, the Note shall thereafter be convertible in lieu of the Common Stock into which it was convertible prior to such event into the kind and amount of securities, cash or other property which a holder of the number of shares of Common Stock of GFN issuable upon conversion of the Note immediately prior to such reorganization, recapitalization, reclassification, consolidation or merger would have been entitled to receive pursuant to such transaction; and, in such case, appropriate adjustment (as reasonably determined in good faith by the Board of Directors) shall be made in the application of the provisions in this Subsection 4(g) with respect to the rights and interests thereafter of the Holder, to the end that the provisions set forth in this Subsection 4(g) (including provisions with respect to changes in and other adjustments of the Conversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other property thereafter deliverable upon the conversion of the Note.
 
(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price pursuant to this Section 4, GFN at its expense shall, as promptly as reasonably practicable but in any event not later than twenty (20) days thereafter, compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder a certificate setting forth such adjustment or readjustment (including the kind and amount of securities, cash or other property into which the Note is convertible) and showing in detail the facts upon which such adjustment or readjustment is based. GFN shall, as promptly as reasonably practicable after the written request at any time of the Holder (but in any event not later than twenty (20) days thereafter), furnish or cause to be furnished to the Holder a certificate setting forth (i) the Conversion Price then in effect, and (ii) the number of shares of Common Stock and the amount, if any, of other securities, cash or property which then would be received upon the conversion of the Note.
 
(i) Notice of Record Date. In the event:
 
(1) GFN shall take a record of the holders of its Common Stock (or other capital stock or securities at the time issuable upon conversion of the Note) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security; or
 
(2) of any capital reorganization of GFN, any reclassification of the Common Stock of GFN, or any Fundamental Transaction; or
 
(3) of the voluntary or involuntary dissolution, liquidation or winding-up of GFN,
 
then, and in each such case, GFN will send or cause to be sent to the Holder a notice specifying, as the case may be, (i) the record date for such dividend, distribution or right, and the amount and character of such dividend, distribution or right, or (ii) the effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock (or such other capital stock or securities at the time issuable upon the conversion of the Note) shall be entitled to exchange their shares of Common Stock (or such other capital stock or securities) for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Note and the Common Stock. Such notice shall be sent at least ten (10) days prior to the record date or effective date for the event specified in such notice.
 
(j) Purchase Price Adjustment. Except as provided in Section 4(k) below, if the Holder receives aggregate proceeds in excess of US$48,900,000 from the sale of Shares received pursuant to the exercise of the Conversion Rights hereunder (such Shares received hereunder and then sold by the Holder, the “Publicly Sold Shares”) then an aggregate amount equal to 50% of the interest accrued and actually paid to Holder on the Principal Amount that was converted into such Publicly Sold Shares (the “Price Increase”) shall be repaid by the Holder by either (i) paying such Price Increase to a Maker in the form of cash, or (ii) returning to GFN (i.e. transferring to GFN) shares of Common Stock with a value equal to the Price Increase, or (iii) any combination of (i) or (ii) above that in the aggregate equals the Price Increase. The value of the Common Stock for purposes of the Shares returned to GFN by the Holder in the preceding sentence shall be deemed to be the average price per Share realized by the Holder in the sale of the Publicly Sold Shares. Any payment made by Holder to GFN pursuant to this Section 4(j) shall be treated by the parties for all relevant tax purposes as an adjustment to the purchase price of all Shares issued to Holder by GFN upon exercise of a Conversion Right.
 
(k) Holder Election to Increase Conversion Rate. In lieu of paying the Price Increase as provided in Section 4(j) above, if at the time of the exercise of the Conversion Right the Common Stock has, at times during the 15 consecutive Trading Days prior to such exercise, traded above the Interest Repayment Threshold, then the Holder may, in writing at the time of the exercise of the Conversion Right, elect to cause the number of Shares issued to Holder upon the exercise of such Conversion Right to be decreased by a number of Shares equal to the Excess Return Offset Amount (the Shares received in connection with Holder’s election in the immediately preceding sentence, the “Reduced Shares”). Such election by the Holder to decrease the number of Shares received as provided in the immediately preceding sentence shall eliminate any obligation of the Holder to repay any interest paid on any of the Reduced Shares under Section 4(j). For purposes of illustration only, if (i) the Principal Amount to be converted pursuant to the exercise of a Conversion Right is US$100,000, (ii) the Conversion Price is US$10.00/Share, (iii) the average closing price of a share of Common Stock on the 15 consecutive Trading Days preceding the date on which the Conversion Right is exercised is US$16.00/Share, (iv) the interest actually paid under this Note with respect to such Principal Amount prior to the exercise of such Conversion Right is US$20,000, and (v) at the time the Holder exercises its Conversion Right the Interest Repayment Threshold with respect to such exercise of the Conversion Right has been satisfied as provided in the first sentence hereof, then the number of Shares into which the US$100,000 Principal Amount is converted upon exercise of the Conversion Right shall be decreased from 10,000 Shares to 9,375 Shares, and all of such 9,375 Shares shall be deemed “Reduced Shares” hereunder.
 
(l) Pre-Emptive Rights.
 
(1) Subject to the terms and conditions of this Subsection 4(l), if GFN proposes to offer or sell any New Securities, GFN shall first offer such New Securities to the Holder. Holder shall be entitled to apportion the rights hereby granted to it in such proportions as it deems appropriate among (i) itself, (ii) its Affiliates and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of Holder.
 
(2) GFN shall give notice (the “Offer Notice”) to the Holder stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms (including the contemplated date of the issuance of New Securities) upon which it proposes to offer such New Securities.
 
(3) By notification to GFN within twenty (20) days after the Offer Notice is given, the Holder may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, up to that portion of such New Securities which equals the proportion that the Common Stock then held by the Holder (including but not limited to all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of this Note) bears to the total Common Stock of the Company then outstanding. The closing of any sale pursuant to this Subsection 4(l) shall occur within the later of sixty (60) days of the date that the Offer Notice is given and the date of initial sale of New Securities pursuant to the Offer Notice.
 
(4) If all New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided in Subsection 4(l), GFN may, during the sixty (60) day period following the expiration of the periods provided in Subsection 4(l), offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice. If GFN does not enter into an agreement for the sale of the New Securities within such period, or if such agreement is not consummated within thirty (30) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such New Securities shall not be offered unless first reoffered to Holder n in accordance with this Subsection 4(l).
 
(m) Definitions. The following defined terms shall have the following meanings under this Exhibit A:
 
Common Stock” shall mean the common stock, par value US$0.0001 per share, of GFN.
 
Conversion Effective Date” means the date any conversion pursuant to this Note is effected.
 
Convertible Securities” shall mean any evidences of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable for Common Stock, but excluding Options.
 
Conversion Price” is initially equal to US$8.50. The Conversion Price is subject to adjustment as provided pursuant to the terms of this Note.
 
 “Conversion Threshold Event” means that the following has occurred (a) for each of the 30 consecutive Trading Days after the Original Issue Date (the “Measuring Period”) the Shares shall have been publicly traded on Nasdaq but shall have not been publicly traded thereon at a per Share price that is less than 150% of the Conversion Price in effect each such day of such 30 consecutive Trading Day period, and (b) for the last 20 consecutive Trading Days of the same Measuring Period the aggregate dollar value of Shares traded on Nasdaq (including all purchases and sales) on each such day of such period exceeds US$600,000.
 
Fundamental Transaction” shall mean each of the following events, unless the Holder elects otherwise by written notice sent to GFN at least five (5) days prior to the effective date of any such event (or in the case of a Change in Control, within thirty (30) days after public announcement of the facts giving rise to the Change in Control, which thirty (30) day period may be waived by the Holder): (i) a merger or consolidation in which (A) GFN is a constituent party or (B) a Subsidiary of GFN is a constituent party and GFN issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving GFN or a Subsidiary in which the shares of capital stock of GFN outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned Subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by GFN or any Subsidiary of GFN of all or substantially all the assets of GFN and its Subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more Subsidiaries of GFN if substantially all of the assets of GFN and its Subsidiaries taken as a whole are held by such Subsidiary or Subsidiaries, except where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Subsidiary of GFN; or (iii) a Change in Control.
 
GFN” means General Finance Corporation, a Delaware corporation.
 
Excess Return Offset Amount” shall mean, with respect to any portion of the Principal Amount as to which a Conversion Right has been exercised, a number of Shares equal to quotient of (i) an amount equal to 50% of the interest actually paid to Holder under this Note with respect to such Principal Amount, divided by (ii) the average closing price of a share of Common Stock on the 15 consecutive Trading Days preceding the date on which the Conversion Right is exercised.
 
Interest Repayment Threshold” means US$16.00 per share of Common Stock.
 
New Securities” means, collectively, equity securities of GFN, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities; provided, however, that the issuance to any officer, director, or employee of GFN of any option, share appreciation rights, restricted share units, unrestricted shares, deferred share units and performance and cash settled awards pursuant to the GFN Amended and Restated 2014 Stock Incentive Plan or any successor or replacement omnibus stock incentive plan approved by the GFN Board of Directors in good faith shall not constitute “New Securities.”
 
Option” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.
 
Original Issue Date” shall mean the date on which the Note was initially issued.
 
Shares” means the shares of Common Stock underlying this Note.
 
Trading Day” shall mean any day on which the Common Stock is traded on the NASDAQ Stock Market, or, if The NASDAQ Stock Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 3.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York Time).
 
 
 
 
SMRH:483340250.8
 
Signature Page - US$26,000,000 Note
 
 
 
 
 
Exhibit B
 
 
 
SECURED SENIOR PROMISSORY NOTE
 
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY TO THE EXTENT THAT SUCH ACT APPLIES TO A TRANSFER OR DISPOSAL, NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
 
GFN ASIA PACIFIC HOLDINGS PTY LTD.
 
GFN ASIA PACIFIC FINANCE PTY LTD.
 
11.9% SECURED SENIOR PROMISSORY NOTE
 
 
 
US$54,000,000  Los Angeles, California
 
[________], 2017
 
FOR VALUE RECEIVED, GFN ASIA PACIFIC HOLDINGS PTY LTD. (ACN 620127791), an Australian corporation ("Holdings”), and GFN ASIA PACIFIC FINANCE PTY LTD. (ACN 620128001), an Australian corporation ("Finance”), hereby jointly and severally promise to pay to the order of BISON CAPITAL PARTNERS V, L.P., a Delaware limited partnership ("Bison Capital"), or its registered assigns (along with Bison Capital, each a "Holder"), on the Maturity Date (as hereinafter defined), the principal sum of US$54,000,000, or in the case of a prepayment, such portion thereof being prepaid, with interest thereon from time to time as provided herein. Holdings and Finance are collectively referred to as the “Makers” and each individually as a “Maker”. Holdings is from time to time referred to as the “Designated Maker”.
 
This Note is the Senior Note referred to in the Securities Purchase Agreement (the "Purchase Agreement") dated as of [________], 2017, by and among Bison Capital and General Finance Corporation, a Delaware corporation ("GFN"), GFN U.S. Australasia Holdings, Inc., a Delaware corporation ("GFN US"), Makers and the other parties from time to time party thereto and is subject to the provisions of the Purchase Agreement, and is subject to acceleration and to optional and mandatory prepayment in whole or in part as provided herein. The Holder is entitled to the benefits of this Note and the Purchase Agreement, as it relates to this Note, and may enforce the agreements of the Makers contained herein and therein and exercise the remedies provided for hereby and thereby or otherwise available in respect hereto and thereto. Capitalized terms used herein without definition are used herein with the meanings ascribed to such terms in the Purchase Agreement. This Note is secured and guaranteed as provided in the Related Agreements.
 
1. Interest.
 
(a) Subject to Section 1(b) hereof, the Makers promise to pay interest on the principal amount of this Note from time to time outstanding (the “Principal Amount”) at the per annum rate of 11.9% (the "Scheduled Interest Rate"); provided, that the Scheduled Interest Rate shall increase to and therefore be deemed to be the per annum rate of 14.4% upon and during the continuance of a 100% Acquisition State Failure. All accrued interest payable pursuant to this Section 1(a) shall be due and payable in arrears on the first date of each quarter or, if any such date shall not be a Business Day, on the next succeeding Business Day to occur after such date (the "Interest Payment Date"), beginning on [______], 2017, and shall be paid in immediately available funds to an account designated by the Holder. All interest payable pursuant to this Section 1(a) shall be calculated and accrue and be paid in Australian Dollars. To the extent Makers pay any installment of interest under this Note in Australian Dollars, Makers shall pay concurrently therewith an amount sufficient to pay all withholding, currency conversion and other similar costs, fees and expenses such that Holder may convert the full amount of the installment of interest to United States Dollars.
 
(b) If at any time (i) Makers fail to make any payment of principal as and when due (whether at stated maturity, upon acceleration or required prepayment or otherwise), (ii) Makers fail to make any payment of interest, premium, if any, fees, costs, expenses, taxes or other amounts due hereunder within one Business Day after the date when due, or (iii) any other Event of Default has occurred and is continuing, then, in addition to the rights and remedies available to the Holder under the Purchase Agreement, this Note, the other Related Agreements and Applicable Laws, (x) Makers shall pay interest in cash on the unpaid principal balance of, premium, if any, and accrued and unpaid interest on this Note at a rate per annum (the "Default Rate") equal to the sum of the Scheduled Interest Rate plus 2.0% from the date specified in Section 12.1 of the Purchase Agreement until such time as such Event of Default is cured or waived and, additionally, (y) the Holder may demand immediate repayment of the Principal Amount and any accrued but unpaid interest.
 
(c) All interest payable at the Scheduled Interest Rate shall be due and payable in arrears on each Interest Payment Date, and, until the first Interest Payment Date following the second anniversary of the Closing Date, may be paid in kind by automatically increasing the principal amount outstanding under this Note by an amount equal to the interest payable in kind on each Interest Payment Date; provided, however, that if an Event of Default has occurred, the Holder may elect to have the interest accruing at the Scheduled Interest Rate to be paid in immediately available funds to an account designated by the Holder.
 
(d) Interest payable under this Note shall accrue from and including the date of issuance through and until repayment of the principal and payment of all accrued interest and premium, if any, in full. All interest payable under this Note shall accrue on a quarterly basis and be computed on the basis of a 360-day year of twelve 30-day months.
 
2. Maturity Date. The outstanding principal balance of this Note, together with all premiums, if any, accrued and unpaid interest on, and all other amounts owing under this Note, shall be due and payable on [____________, 2022] (the "Maturity Date").
 
3. Optional Prepayments.
 
(a) Makers may not prepay the unpaid principal balance of this Note prior to the first anniversary of the Closing Date. Thereafter, subject to Section 3(b), this Note may be voluntarily prepaid, at the sole option of Makers, in whole or in part, as follows: (i) at 102.0% of the Principal Amount being prepaid at any time on or after the first anniversary of the Closing Date and prior to the second anniversary of the Closing Date; (ii) at 101.0% of the Principal Amount being prepaid at any time on or after the second anniversary of the Closing Date and prior to the third anniversary of the Closing Date; and (iii) at 100.0% of the Principal Amount being prepaid at any time on or after the fourth anniversary of the Closing Date. The optional prepayment amount as provided in each of Sections 3(a)(i)-(iii) shall be referred to as an "Optional Prepayment Amount." Any prepayment of this Note under this Section 3 shall also include all accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment.
 
(b) Makers shall give the Holder written notice of each voluntary prepayment not less than 15 nor more than 30 days prior to the date of prepayment. Such notice shall specify the Principal Amount of this Note to be prepaid on such date. Notice of prepayment having been given as aforesaid, a payment in an amount equal to the Principal Amount of this Note specified in such prepayment notice shall become due and payable on such prepayment date, together with all accrued and unpaid interest on the outstanding principal balance of this Note through and including the date of prepayment. All prepayments of principal shall be in minimum increments of US$250,000 or the entire unpaid Principal Amount, if less than US$250,000.
 
4. [intentionally omitted]   
 
5. Change in Control Prepayment. The Holder may require the Makers to prepay the outstanding principal balance of this Note, in whole or in part, and shall be entitled to all premiums that Holder would otherwise be entitled to under this Note (including any Repayment Premium and/or Optional Prepayment Amount) as a result of an acceleration of the amounts owing under this Note, as requested by the Holder, at any time during the 90-day period following the consummation of any transaction which constitutes a Change in Control (as such term is defined below), at the prepayment amount set forth below. For the purposes of this Note, a "Change in Control" shall mean:
 
(a) any transaction or other event (including, without limitation, any merger, consolidation, sale or other transfer of stock or voting rights with respect thereto, issuance of stock, death or other transaction or event) by virtue of which GFN fails to own, directly, all of the outstanding Capital Stock of GFN (US) and indirectly, all of the outstanding Capital Stock of each Subsidiary of GFN (US); provided, however, that the sale, transfer or other disposition by any Subsidiary of Royal Wolf Holdings (the “Dissolving Entity”) of substantially all of its assets to another Subsidiary of Royal Wolf Holdings followed by the dissolution of the Dissolving Entity shall not constitute a Change of Control;
 
(b) the Capital Stock of GFN (US), Holdings, Finance or Royal Wolf Holdings becomes subject to a Lien (other than a Lien in favor of Holder);
 
(c) any sale, lease, transfer, assignment or other disposition of all or substantially all of the assets of GFN (US) and its Subsidiaries; provided, however, that the sale, transfer or other disposition by the Dissolving Entity of substantially all of its assets to another Subsidiary of Royal Wolf Holdings shall not constitute a Change of Control;
 
(d) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of more than 50% of the equity securities of GFN entitled to vote for members of the board of directors or equivalent governing body of GFN on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
 
(e) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of GFN ceases to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or
 
(f) the passage of thirty days from the date upon which any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of GFN, or control over the equity securities of GFN entitled to vote for members of the board of directors or equivalent governing body of GFN on a fully-diluted basis (and taking into account all such securities that such Person or group has the right to acquire pursuant to any option right) representing more than 50% of the combined voting power of such securities.
 
The prepayment amount under this Section 5 shall be equal to the Principal Amount being prepaid, plus accrued and unpaid interest thereon through and including the date of prepayment. Makers shall notify the Holder of the date on which a Change in Control has occurred within three Business Days after such date and shall, in such notification, inform the Holder of the Holder's right to require Makers to prepay this Note as provided in this Section 5 and of the date on which such right shall terminate. If the Holder elects to require Makers to prepay this Note pursuant to this Section 5, it shall furnish written notice to Makers advising Maker of such election and the amount of principal of this Note to be prepaid. Maker shall prepay this Note in accordance with this Section 5 and such written notice within 3 Business Days after its receipt of such written notice.
 
6. Closing Fee. Upon the Closing, the Maker shall pay to Bison Capital the sum of USD$800,000 (the "Closing Fee") as provided in the Purchase Agreement. Payment of the Closing Fee shall not reduce any amounts owed as principal or interest hereunder.
 
7. Security. The obligations of the Makers to the Holder under this Note, the Purchase Agreement and the other Related Agreements shall be secured by a perfected first priority Lien granted to the Holder pursuant to each Pledge Agreement and Additional Pledge Agreement to which each Maker is a party.
 
8. Manner of Payment. Payments of principal and other amounts due under this Note (except for interest) shall be made no later than 2:00 p.m. (Eastern Time) on the date when due and in United States Dollars (by wire transfer in funds immediately available at the place of payment) to such account as the Holder may designate in writing to either Maker. Payments of interest in Australian Dollars under this Note shall be made no later than 2:00 p.m. (Eastern Time) on the date when due (by wire transfer in funds immediately available at the place of payment) to such account as the Holder may designate in writing to either Maker. Any payments due hereunder which are due on a day which is not a Business Day shall be payable on the first succeeding Business Day and such extension of time shall be included in the computation.
 
9. Maximum Lawful Rate of Interest. The rate of interest payable under this Note shall in no event exceed the maximum rate permissible under applicable law. If the rate of interest payable on this Note is ever reduced as a result of this Section 9 and at any time thereafter the maximum rate permitted under applicable law exceeds the rate of interest provided for in this Note, then the rate provided for in this Note shall be increased to the maximum rate provided for under applicable law for such period as is required so that the total amount of interest received by the Holder is that which would have been received by the Holder but for the operation of the first sentence of this Section 9.
 
10. Makers’ Waivers. Except as otherwise provided herein, each Maker hereby waives presentment for payment, demand, protest, notice of protest and notice of dishonor hereof, and all other notices of any kind to which it may be entitled under applicable law or otherwise.
 
11. Transfer.
 
(a) The term "Holder" as used herein shall also include any transferee of this Note whose name has been recorded by Designated Maker in the Register (as hereinafter defined). Each transferee of this Note acknowledges that this Note has not been registered under the Securities Act, and may be transferred only pursuant to an effective registration statement under the Securities Act or pursuant to an applicable exemption from the registration requirements of the Securities Act.
 
(b) Designated Maker shall maintain at its principal executive office a register for the registration of transfers of this Note (the "Register"). The name and address of the Holder, each transfer thereof and the name and address of each transferee shall be registered in the Register. Prior to due presentment for registration of transfer, absent demonstrable error, the Person in whose name the Note is registered shall be deemed and treated as the owner and holder thereof for all purposes hereof. Any transfer of this Note shall be effective only upon appropriate entries with respect thereto being made in the Register.
 
12. Persons Deemed Owners; Participations.
 
(a) Prior to due presentment for registration of any assignment, Makers may treat the Person in whose name any Note is registered pursuant to the Register as the owner and Holder of such Note for all purposes whatsoever, and Makers shall not be affected by notice to the contrary. Subject to the preceding sentence, the Holder may grant to any other Person participations from time to time in all or any part of this Note on such terms and conditions as may be determined by the Holder in its sole and absolute discretion, subject to applicable federal and state securities laws; provided, however, that unless the Holder has assigned or transferred all or any portion of this Note in accordance with Section 13 hereof by surrendering this Note at Designated Maker’s principal executive office for registration of any such assignment or transfer, Makers shall continue to treat the Person in whose name the Note is registered as the owner of purposes, including payments. Notwithstanding anything to the contrary contained herein or otherwise, nothing in the Purchase Agreement, this Note or any other Related Agreement or otherwise shall confer upon the participant any rights in the Purchase Agreement or any Related Agreement, and the Holder shall retain all rights with respect to the administration, waiver, amendment, collection and enforcement of, compliance with and consent to the terms and provisions of the Purchase Agreement, this Note or any other Related Agreement.
 
(b) In addition, the Holder may, without the consent of the participant, give or withhold its consent or agreement to any amendments to or modifications of the Purchase Agreement, this Note or any other Related Agreement, waive any of the provisions hereof or thereof or exercise or refrain from exercising any other rights or remedies which the Holder may have under the Purchase Agreement, this Note or any other Related Agreement or otherwise.
 
13. Assignment and Transfer. Subject to compliance with Applicable Law and except as otherwise provided in the Purchase Agreement, the Holder may, at any time and from time to time and without the consent of Makers, assign or transfer to one or more Persons all or any portion of this Note or any portion thereof (but not less than US$500,000 in Principal Amount in any single assignment (unless such lesser amount represents the entire outstanding principal balance hereof)) or any rights hereunder. Upon surrender of this Note at Designated Maker's principal executive office for registration of any such assignment or transfer, accompanied by a duly executed instrument of transfer, Makers shall, at their expense and within 3 Business Days of such surrender, execute and deliver one or more new notes of like tenor in the requested principal denominations and in the name of the assignee or assignees and bearing the legend set forth on the face of this Note, and this Note shall promptly be canceled. If the entire outstanding principal balance of this Note is not being assigned, Makers shall issue to the Holder hereof, within 3 Business Days of the date of surrender hereof, a new note which evidences the portion of such outstanding principal balance not being assigned. If this Note is divided into one or more notes and is held at any time by more than one Holder, any payments of principal of, premium, if any, and interest or other amounts on this Note which are not sufficient to pay all interest or other amounts due thereunder, shall be made pro rata with respect to all such notes in accordance with the outstanding Principal Amounts thereof, respectively. At any time that the original Note issued on the Closing Date is divided into two or more smaller Notes, all consents, approvals, waivers, demands and decisions that the Holder is entitled to make under this Note shall be made only by the Holders of a majority of the Principal Amounts of the Notes outstanding.
 
14. Loss, Theft, Destruction or Mutilation. Upon receipt of evidence reasonably satisfactory to the Designated Maker of the loss, theft, destruction or mutilation of this Note and, in the case of any such loss, theft or destruction, upon receipt of an indemnity agreement or other indemnity reasonably satisfactory to the Designated Maker or, in the case of any such mutilation, upon surrender and cancellation of such mutilated Note, the Makers shall make and deliver within 3 Business Days a new note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.
 
15. Costs of Collection. The Makers agrees to pay all costs and expenses, including the reasonable fees and expenses of any attorneys, accountants and other experts retained by the Holder, which are expended or incurred by the Holder following an Event of Default in connection with (a) the enforcement of this Note or the collection of any sums due hereunder, whether or not suit is commenced; (b) any actions for declaratory relief in any way related to this Note; (c) the protection or preservation of any rights of the Holder under this Note; (d) any actions taken by the Holder in negotiating any amendment, waiver, consent or release of or under this Note; (e) any actions taken in reviewing any Maker's or any of their respective Subsidiaries' financial affairs if an Event of Default has occurred, including, without limitation, the following actions: (i) inspect the facilities of any Maker and any of their respective Subsidiaries or conduct appraisals of the financial condition of any Maker and any of their respective Subsidiaries; (ii) have an accounting firm chosen by the Holder review the books and records of any Maker and any of their respective Subsidiaries and perform a thorough and complete examination thereof; (iii) interview the Makers’ and each of their respective Subsidiaries' employees, accountants, customers and any other individuals related to the Makers or their respective Subsidiaries which the Holder believes may have relevant information concerning the financial condition of the Makers and any of their respective Subsidiaries; and (iv) undertake any other action which the Holder believes is necessary to assess accurately the financial condition and prospects of the Makers and any of their respective Subsidiaries; (f) the Holder's participation in any refinancing, restructuring, bankruptcy or insolvency proceeding involving any Maker, any of their respective Subsidiaries or any other Affiliate of any Maker; (g) any effort by the Holder to protect, assemble, complete, collect, sell, liquidate or otherwise dispose of any collateral, including in connection with any case under Bankruptcy Law; or (h) any refinancing or restructuring of this Note at the request or instigation of any Maker, including, without limitation, any restructuring in the nature of a "work out" or in any insolvency or bankruptcy proceeding of any Maker.
 
16. Extension of Time. The Holder, at its option, may extend the time for payment of this Note, postpone the enforcement hereof, or grant any other indulgences without affecting or diminishing the Holder's right to recourse against the Makers, which right is expressly reserved.
 
17. Notations. Before disposing of this Note or any portion thereof, the Holder may make a notation thereon (or on a schedule attached thereto) of the amount of all principal payments previously made by Makers with respect thereto.
 
18. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. TO THE EXTENT NECESSARY, THE PROVISIONS OF ALL OTHER DOCUMENTS REFERRED TO HEREIN (INCLUDING WITHOUT LIMITATION THE PROVISIONS OF THE PURCHASE AGREEMENT AND SPECIFICALLY THE REPRESENTATIONS, WARRANTIES, COVENANTS AND EVENTS OF DEFAULT PROVIDED IN FAVOR OF OR FOR THE BENEFIT OF THE HOLDER) SHALL BE DEEMED TO BE INCLUDED HEREIN AS IF SET OUT IN FULL HEREIN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA EVEN IF EXPRESSED IN THE OTHER DOCUMENTS TO BE GOVERNED BY THE LAWS OF ANOTHER JURISDICTION. THE ENFORCEMENT BY THE HOLDER OF THE PURCHASE AGREEMENT OR ANY OTHER DOCUMENT UNDER THE LAWS OF ANOTHER JURISDICTION DOES NOT RESTRAIN OR IN ANY WAY IMPACT UPON THE ABILITY OF THE HOLDER TO ENFORCE THIS NOTE OR ANY GUARANTEE, LIEN OR SECURITY INTEREST HELD BY THE HOLDER IN RESPECT OF THE INDEBTEDNESS CREATED BY THIS NOTE OR OTHERWISE UNDER THE LAWS OF THE STATE OF CALIFORNIA.
 
19. Consent to Jurisdiction and Venue; Waiver of Jury Trial.
 
(a) Each Maker hereby consents and agrees that all actions, suits or other proceedings arising under or in connection with this Note or any other Related Agreement shall be tried and litigated in state or federal courts located in the County of Los Angeles, State of California, which courts shall have exclusive jurisdiction to hear and determine any and all claims, controversies and disputes arising out of or related to this Note or any other Related Agreement. Notwithstanding the foregoing, nothing contained in this Section 19 shall preclude the Holder from bringing any action, suit or other proceeding in the courts of any other location where the assets of any member of the Company Group or the Collateral may be found or located or to enforce any judgment or other court order in favor of the Holder.
 
(b) Each Maker hereby (i) irrevocably submits to the jurisdiction of any such court and consents in advance to such jurisdiction in any action, suit or other proceeding commenced in any such court, (ii) waives any right it may have to assert the doctrine of forum non conveniens or any objection that such Maker may have based upon lack of personal jurisdiction or improper venue and (iii) consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each Maker hereby waives personal service of the summons, complaint or other process issued in any such action, suit or other proceeding and agrees that service of such summons, complaint and other process may be made by registered or certified mail addressed to such party at the address set forth in Section 15.6 of the Purchase Agreement and that service so made shall be deemed completed upon the earlier of such Maker's actual receipt thereof or 5 days after deposit in the United States mail, proper postage prepaid.
 
(c) To the extent permitted under Applicable Laws of any such jurisdiction, each Maker hereby waives, in respect of any such action, suit or other proceeding, the jurisdiction of any other court or courts that now or hereafter, by reason of such Maker's present or future domicile, or otherwise, may be available to it.
 
(d) EACH MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE OR ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
 
20. Arbitration; Incorporation by Reference. Section 15.13 of the Purchase Agreement is incorporated into this Note by this reference as if such Section was fully set forth herein, and shall apply to this Note and the transactions contemplated hereby.
 
21. Additional Tax Matters; Incorporation by Reference. Section 9.14(b) of the Purchase Agreement is incorporated into this Note by this reference as if such Section was fully set forth herein, and shall apply to this Note and the transactions contemplated hereby.
 
22. Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable substantially impair the benefits of the remaining provisions hereof.
 
23. Headings. The headings in this Note are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.
 
 
[SIGNATURE PAGE FOLLOWS]
SMRH:483112246.8
 
 
 
 
 
 
 
IN WITNESS WHEREOF, this Secured Senior Subordinated Promissory Note is executed as of the date first above written.
 
 
GFN ASIA PACIFIC HOLDINGS PTY LTD., an Australian corporation
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 
GFN ASIA PACIFIC FINANCE PTY LTD., an Australian corporation
 
 
By:
 
 
Name:
 
 
Title:
 
 
 
 
 
SMRH:483112246.8
 
Signature Page – US$54,000,000 Note
 
 
 
 
 
Exhibit D
 
 
 
General Security Deed
 
 
 
 
 
 
BISON CAPITAL PARTNERS V, L.P. General Security Deed
 
 
 
 
 
 
 
BISON CAPITAL PARTNERS V, L.P.
 
GFN U.S. AUSTRALASIA HOLDINGS, INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Contents
 
1. 
Definitions and interpretation 1
 
2. 
Security 13
 
3. 
Restrictions on dealing with Secured Property 14
 
4. 
Representations and warranties 16
 
5. 
Grantor's undertakings 17
 
6. 
Secured Party's powers 23
 
7. 
Power of Attorney 25
 
8. 
Enforcement 26
 
9. 
Appointment of Receiver 26
 
10. 
Protection of Secured Party and Appointees 31
 
11. 
Protection of Third Parties 32
 
12. 
Application of Money 33
 
13. 
Continuing Security and Third Party Provisions 35
 
14. 
Release 40
 
15. 
Personal Property Securities Act 40
 
16. 
Anti-money laundering 43
 
17. 
Amendment and assignment 44
 
18. 
General 45
 
19. 
Notices 50
 
Schedule 1 – Serial numbered property  53
 
Schedule 2 – Notice Details  54
 
Schedule 3 – Share Transfer Form  55
 
 
29149514.1 AVT AVT
 
 
 
General Security Deed
 
Date
 
Parties
 
1. 
Bison Capital Partners V, L.P. of 233 Wilshire Boulevard, Suite 425, Santa Monica, California 90401, U.S.A. (Secured Party)
 
2. 
GFN U.S. Australasia Holdings, Inc. (a Delaware corporation) of c/o General Finance Corporation, 39 East Union Street, Pasadena, California 91103, U.S.A. (Grantor)
 
Recitals
 
A.
On or about [ ] July 2017, the Secured Party of the one part, and the Grantor, GFN, GFN Holdings and GFN Finance, of the other part, entered into the SPA.
 
B.
On or about the date of this Deed, the transaction the subject of the SPA completed, and the Secured Party was issued with the Convertible Note and the Senior Note, in each case by GFN Holdings and GFN Finance. The Grantor provided the Guaranty in favour of the Secured Party in relation to the performance by each of GFN Holdings and GFN Finance in relation to the Convertible Note and the Senior Note.
 
C.
The Grantor, GFN, GFN Holdings and GFN Finance are Related Bodies Corporate and will each benefit, directly or indirectly, from the Secured Party performing its obligations under the Convertible Note and the Senior Note.
 
D.
As at the date of this Deed, at least 90% of the issued share capital in Royal Wolf Holdings is held by either GFN Holdings and/or GFN USA Holdings. Royal Wolf Holdings and its subsidiaries, among others, have entered into the DB Facility.
 
E.
To better enable the Secured Party to secure its rights under the Guaranty, the Convertible Note and the Senior Note, and in consideration of the benefits to be obtained by the Grantor as a result of the Secured Party performing its obligations under the Convertible Note and the Senior Note, the Grantor wishes to enter into this Deed with the Secured Party.
 
Operative provisions
 
1.            
Definitions and interpretation
 
1.1 Definitions
 
Administrator means an administrator as defined under section 9 of the Corporations Act.
 
AML CTF Laws means any law or regulation in any applicable jurisdiction which relates to the prevention of money laundering, terrorism financing and/or the provision of financial and/or other services to any persons which may be subject to sanctions, including the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
 
Attorney means an attorney appointed under this Deed and any attorney’s substitute or delegate.
 
Authorised Representative means:
 
(a) 
for the Secured Party:
 
(i) 
a company secretary or director or attorney of the Secured Party or an employee of the Secured Party whose title includes the word ‘Manager’, ‘Director’, ‘Counsel’, ‘Chief’ or ‘Head’;
 
(ii) 
a person who is acting temporarily in one of those positions; or
 
(iii) 
a person, or a person holding a position, nominated as an ‘Authorised Officer’ or ‘Authorised Representative’ by the Secured Party to the Grantor; and
 
(b) 
for the Grantor, any person nominated as an ‘Authorised Officer’ or ‘Authorised Representative’ by the Grantor to the Secured Party in a notice or certificate and:
 
(i) 
whose identity has been verified to the satisfaction of the Secured Party in order to comply with AML CTF Laws; and
 
(ii) 
in respect of whom the Secured Party has not received notice of revocation of the appointment.
 
Avoidance has the meaning given to that term in clause 18.13(a).
 
Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in Sydney and Melbourne.
 
Control Event means:
 
(a)
in respect of any Secured Property that is, or would have been, a Revolving Asset:
 
(i) 
the Grantor breaches, or attempts to breach, clause 3.1(a)(i) in respect of the Secured Property or takes any step which would result in it doing so;
 
(ii) 
a person takes a step (including signing a notice or direction) which may result in a Tax, or an amount owing to a Governmental Agency, ranking ahead of the Security in the Secured Property under this document;
 
(iii) 
distress is levied or a judgment, order or Security is enforced or a creditor takes any step to levy distress or enforce a judgment, order or Security, over the Secured Property; or
 
(iv) 
the Secured Party gives a notice to the Grantor that the Secured Property is not a Revolving Asset if it reasonably considers that it is necessary to do so to protect its rights under this document or if an Event of Default is continuing; or
 
(b) 
in respect of all Secured Property that is or would have been Revolving Assets, an Insolvency Event occurs in respect of the Grantor.
 
Controller means a controller as defined in section 9 of the Corporations Act.
 
Convertible Note means the secured senior convertible promissory note in the aggregate principal amount of US$26,000,000 issued by GFN Holdings and GFN Finance to the Secured Party, and which is subject to the SPA and associated convertible note deed, and any documents ancillary to same.
 
Corporations Act means the Corporations Act 2001 (Cth).
 
DB Facility has the same meaning as given to the expression "Deutsche Bank Credit Documents" in the SPA.
 
Deed means the document and any schedules, annexures or attachments to it.
 
Event of Default means any event or circumstance occurring that would:
 
(a) 
constitute an event of default or default (however described), a review event (however described) or a termination event (however described) by any party, other than the Secured Party (or any of its Related Bodies Corporate, as the case may be), under any Finance Document; or
 
(b) 
constitute an event of default or default (however described), a review event (however described) or a termination event (however described) under any document forming part of the DB Facility;
 
(c) 
without limitation, result in any person or persons who at the date of this Deed hold the entirety of the issued capital of any of: Grantor, GFN Holdings, GFN Finance, or Royal Wolf Holdings, or a Subsidiary of Royal Wolf Holdings, ceasing to own the entirety of the issued capital of that entity (other than as may be anticipated by the transaction the subject of the SPA); or
 
(d) 
without limitation, constitute an Insolvency Event in respect of any of: Grantor, GFN Holdings, GFN Finance, Royal Wolf Holdings, or a Subsidiary of Royal Wolf Holdings,
 
or any event or circumstance which would (with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing) result in such an event or circumstance.
 
Finance Documents means:
 
(c)             
this Deed;
 
(d) 
the SPA;
 
(e) 
the Convertible Note;
 
(f) 
the Senior Note;
 
(g) 
Guaranty;
 
(h) 
each Security Document;
 
(i) 
each priority and/or subordination and/or intercreditor document (however named or described) that refers to any of the Secured Money and that is entered into at any time between one or more of GFN, the Grantor, GFN Holdings, GFN Finance, the Secured Party and one or more other persons;
 
(j) 
each other document that includes or contains any obligation, undertaking, indemnity, representation and/or warranty of or given by or made by any of GFN, the Grantor, GFN Holdings, GFN Finance with, to, in favour of and/or for the benefit of the Secured Party;
 
(k) 
each other document designated or agreed in writing by the Secured Party and the Grantor as being a ‘Finance Document’ for the purposes of this definition and/or this document;
 
(l) 
each document that is entered into under any document included as a ‘Finance Document’ in any of the above paragraphs; and
 
(m) 
each document that amends, supplements, replaces or novates any document included as a ‘Finance Document’ in any of the above paragraphs,
 
and Finance Document means any of them as the context may require or permit.
 
GFN means General Finance Corporation (a Delaware corporation).
 
GFN Finance means GFN Asia Pacific Finance Pty Ltd. (ACN 620128001).
 
GFN Holdings means GFN Asia Pacific Holdings Pty Ltd. (ACN 620127791).
 
Governmental Agency means:
 
(n) 
the Crown, any government or any governmental, semi-governmental or judicial authority, agency or entity;
 
(o) 
any statutory corporation or any self-regulatory entity established under statute;
 
(p) 
any stock or securities exchange; or
 
(q) 
any other person (whether autonomous or not) who is charged with the administration of a law or regulation.
 
Guarantee means a guarantee, indemnity, letter of credit, legally binding letter of comfort or other undertaking or obligation of any kind:
 
(s)
to provide funds (whether by the advance or payment of money, the purchase of or subscription for shares or other securities, the purchase of assets or services, or otherwise), or otherwise to make property available, for the payment or discharge of;
 
(s) 
to indemnify any person against the consequences of default in the payment or performance of; or
 
(t) 
to be responsible for,
 
any obligation or liability of another person or the assumption of any responsibility or obligation in respect of the solvency or financial condition of another person.
 
Guaranty has the same meaning as given to that expression in the SPA.
 
Insolvency Event means, in respect of a person, any of the following:
 
(u)
(insolvency)
 
 
(i) 
it becomes insolvent within the meaning of section 95A of the Corporations Act, states or admits inability to pay its debts, or suspends payment to all or a class of its creditors generally; or
 
(ii) 
it is taken to have failed to comply with a statutory demand under section 459F(1) of the Corporations Act and has not otherwise applied to a court pursuant to section 459G of the Corporations Act; or
 
(iii) 
it is presumed, deemed or taken to be insolvent under the Corporations Act or otherwise at law or any circumstance specified in section 461 of the Corporations Act applies to it;
 
(v) 
(winding up) any step is taken:
 
(i) 
to pass a resolution or a resolution is passed;
 
(ii) 
to make an application or an application is made; or
 
(iii) 
to make an order or an order is made,
 
for the winding up or liquidation of that person, or its winding up or liquidation commences for any other reason;
 
(w) 
(administration) any step is taken:
 
(i) 
to appoint an Administrator to that person, or an Administrator is appointed to that person; or
 
(ii) 
to pass a resolution to appoint an Administrator to that person, or a resolution to appoint an Administrator to that person is passed ;
 
(x) 
(Controller) any step is taken:
 
(i) 
to pass a resolution to appoint a Controller, or a resolution is passed to appoint a Controller; or
 
(ii) 
to appoint a Controller or a Controller is appointed,
 
to that person or any asset of that person;
 
(y) 
(Security) the holder of a Security or any agent on its behalf takes possession of any of that person’s property;
 
(z) 
(restructuring) any step is taken to convene a meeting or a meeting is convened to consider the entry into by that person of, or any step is taken toward that person entering into or that person enters into, any arrangement, composition or compromise with, or assignment for the benefit of, any of its members, beneficiaries or creditors, or any scheme of arrangement in relation to that person or any of its assets, or any voluntary administration or reorganisation of that person;
 
(aa) 
(cessation of business) any step is taken by that person to cease or it threatens to cease or ceases to carry on all or a substantial part of its business;
 
(bb) 
(deregistration) that person is deregistered or any step is taken to deregister it under the Corporations Act;
 
(cc) 
(insolvent under administration) that person becomes, or takes any step toward that person becoming, an insolvent under administration (as defined in section 9 of the Corporations Act);
 
(dd) 
(natural person) without limiting any other paragraph in this definition, if that person is a natural person, that person:
 
(i) 
dies or becomes, or is declared to be, mentally or physically incapable of managing his or her affairs or is imprisoned;
 
(ii) 
takes any step to become or be declared bankrupt, is or is deemed or presumed by law or a court to be insolvent or bankrupt; or
 
(iii) 
takes any step to obtain protection or is granted protection from its creditors under any applicable legislation, or an Administrator is appointed to him or her or any of his or her assets; or
 
(ee) 
(analogous event) an analogous or equivalent event to any listed above occurs in relation to that person in any jurisdiction,
 
unless this takes place with the prior written consent or approval of the Secured Party as part of a solvent reconstruction, amalgamation, merger or consolidation.
 
Intermediate Shares means all of the issued share capital from time to time in GFN Holdings, GFN Finance and Royal Wolf Holdings.
 
Loss means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation, fine or outgoing paid, suffered or incurred and includes legal fees and disbursements.
 
Marketable Security means:
 
(ff)             
a marketable security as defined in section 9 of the Corporations Act;
 
(gg) 
a negotiable instrument;
 
(hh) 
a unit or other interest in a trust or partnership;
 
(ii) 
any other investment instrument;
 
(jj) 
any intermediated security;
 
(kk) 
a right or an option in respect of any of the above, whether issued or unissued;
 
and, without limitation, includes the Intermediate Shares.
 
Non-PPS Property means all Secured Property that is not PPS Property.
 
Permitted Security means:
 
(ll) 
each Security in favour of the Secured Party created by any Security Document;
 
(mm) 
any lien or charge arising by operation of law in the ordinary course of ordinary business so long as the debt or amount it secures is paid when due or is being diligently contested in good faith and by appropriate proceedings and where the Grantor, GFN Holdings or GFN Finance, as the case may be has set aside sufficient reserves of liquid assets to pay such debt or other amount;
 
(nn) 
any netting or set-off arrangement (excluding a deposit of money constituting a Security) on normal commercial terms in the ordinary course of the transactional banking business of the Grantor, GFN Holdings or GFN Finance, as the case may be;
 
(oo) 
a Security:
 
(i) 
existing on the date of this document that has been approved by or consented to by the Secured Party in writing; or
 
(ii) 
that arises after the date of this document and that the Secured Party approves or consents to in writing before it arises,
 
where:
 
(iii) 
the amount secured does not increase, and the time for payment of that amount is not extended, beyond the amount and time approved by or consented to by the Secured Party in writing; and
 
(iv) 
if any approval or consent given by the Secured Party corresponding to, or to the giving, grant or entry into of, such Security is subject to any conditions, all such conditions have been and are being complied with.
 
Pledge Agreement has the same meaning as given to that expression in the SPA.
 
PPSA means the Personal Property Securities Act 2009 (Cth).
 
PPS Property means all Secured Property in relation to which the Grantor can be a grantor of a PPS Security Interest, whether or not the Grantor has title to the property, including all PPS Retention of Title Property.
 
PPS Register means the register created and maintained in accordance with the PPSA.
 
PPS Retention of Title Property means PPS retention of title property (as defined in section 51F of the Corporations Act).
 
PPS Security Interest means a security interest that is subject to the PPSA.
 
Receiver means a receiver or a receiver and manager.
 
Related Bodies Corporate has the same meaning as given to that expression in the Corporations Act.
 
Review Event means:
 
(pp) 
an investigation by a Governmental Agency or any other person or organisation (including any industry body) into all or part of the affairs of the Grantor, GFN Holdings, or GFN Finance, as the case may be commences (or a safety incident (including a fatality) or other operational event occurs) which results, or may result, in the suspension or termination of any authorisation of a Governmental Agency held by the Grantor, GFN Holdings or GFN Finance, as the case may be; or
 
(qq) 
any other event or circumstance which the parties agree or designate in writing is a ‘Review Event’ for the purposes of this document.
 
Revolving Asset means any Secured Property:
 
(rr)             
which is:
 
(i) 
inventory (excluding, for the avoidance of doubt, any real property);
 
(ii) 
a negotiable instrument;
 
(iii) 
machinery, plant or equipment which is not inventory and has a value of less than $1,000 (or its equivalent in any other currency or currencies);
 
(iv) 
money (including money withdrawn or transferred to a third party from an account of the Grantor with a bank or other financial institution).
 
(ss) 
in relation to which no Control Event has occurred, subject to clause 3.1(c).
 
Royal Wolf Holdings means Royal Wolf Holdings Limited ACN 121226793.
 
Secured Money means all amounts (including damages) that are payable, owing but not payable, or that otherwise remain unpaid by any of GFN, GFN Holdings, GFN Finance or the Grantor to the Secured Party on any account at any time including under or in connection with any Finance Document or any transaction contemplated by, or breach of or default under, any Finance Document:
 
(tt)             
whether present or future, actual or contingent;
 
(uu) 
whether incurred alone, jointly, severally or jointly and severally;
 
(vv) 
whether GFN, GFN Holdings, GFN Finance or the Debtor is liable on its own account or for the account of, or as surety for, another person and without regard to the capacity in which GFN, GFN Holdings, GFN Finance or the Debtor (as the case may be) is liable;
 
(ww) 
whether due to the Secured Party alone or with another person;
 
(xx) 
whether the Secured Party is entitled for its own account or the account of another person;
 
(yy) 
whether originally contemplated by GFN, GFN Holdings, GFN Finance or the Debtor or the Secured Party or not;
 
(zz) 
whether the Secured Party is the original person in whose favour any of the above amounts were owing or an assignee or transferee and, if the Secured Party is an assignee or transferee:
 
(i) 
whether or not GFN, GFN Holdings, GFN Finance or the Grantor (as the case may be) consented to or knew of the assignment or transfer;
 
(ii) 
no matter when the assignment or transfer occurred; and
 
(iii) 
whether or not the entitlements of that original person were assigned or transferred with any Security granted under any Security Document; and
 
(aaa) 
if determined pursuant to any award, order or judgment against GFN, GFN Holdings, GFN Finance or the Grantor (as the case may be), whether or not GFN, GFN Holdings, GFN Finance or the Grantor (as the case may be) was a party to the court proceedings, arbitration or other dispute resolution process in which that award, order or judgment was made.
 
Secured Obligations means any obligation or liability of any kind of either of GFN, the Grantor, GFN Holdings or GFN Finance, as the case may be to the Secured Party including under or in connection with the Finance Documents or any transaction contemplated by them.
 
Secured Property means all present and after-acquired property of the Grantor (including without limitation the Intermediate Shares). It includes anything in respect of which the Grantor has at any time a sufficient right, interest or power to grant a Security.
 
Security means:
 
(bbb)             
a security interest as defined in the PPS Law;
 
(ccc) 
any other interest or arrangement of any kind that secures any obligation including a mortgage, charge, pledge, lien, bill of sale, trust, power or title retention arrangement, right of set-off, assignment of income or monetary claim, right to withhold payment of a deposit or other money and any right arising as a consequence of enforcement of a judgment;
 
(ddd) 
a right that a person (other than the owner) has to remove something from land (known as a profit à prendre), a lease, a caveat or similar restriction over property;
 
(eee) 
any interest or arrangement which has the effect of giving a person a preference, priority or advantage over any creditor;
 
(fff) 
any other agreement, notice or arrangement having a similar effect to any of the above; or
 
(ggg) 
any agreement to create any of the above or allow any of them to exist.
 
Security Documents means:
 
(hhh)             
this Deed;
 
(iii) 
any security document entered into in favour of the Secured Party, including without limitation a general security deed entered into by any of the Grantor, GFN Holdings or GFN Finance;
 
(jjj) 
each other document creating or evidencing or purporting to create or evidence a Security in favour of the Secured Party for any Secured Money or any Secured Obligations; and
 
(kkk) 
each document designated or agreed in writing by the Secured Party and the Grantor as being a ‘Security Document’ for the purposes of this definition and/or this document,
 
(lll) 
each Pledge Agreement;
 
and Security Document means any of them as the context may require or permit.
 
Senior Note means the secured senior promissory note in the aggregate principal amount of US$54,000,000 issued by GFN Holdings and GFN Finance to the Secured Party, and which is the subject of the SPA and associated senior note deed, and any documents ancillary to same.
 
Serial Numbered Property means any Secured Property which may or must be described by serial number in a registration (as defined in the PPSA).
 
SPA means the Securities Purchase Agreement entered into on or about [ ] July 2017 between the Secured Party of the one part, and the Grantor, GFN, GFN Holdings and GFN Finance of the other part.
 
Subsidiary means a subsidiary as defined under section 9 of the Corporations Act.
 
Suspicious Transaction means a transaction which the Secured Party suspects:
 
(mmm) 
may breach any laws or regulations in Australia or any other country, including any AML CTF Laws;
 
(nnn) 
involves any person that is itself sanctioned or is connected, directly or indirectly, to any person that is sanctioned under economic and/or trade sanctions imposed by the United States of America, the European Union or any other country; or
 
(ooo) 
may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which is unlawful in Australia or any other country.
 
Tax means any tax, levy, impost, duty or other charge, deduction or withholding of a similar nature (including any penalty, interest, fine or other charge payable in connection with any failure to pay or any delay in paying any of the same).
 
1.2 Interpretation
 
(a) 
Any reference in this document to:
 
(i) 
the Secured Party, the Grantor or any other party to an agreement or instrument includes its successors in title, permitted assigns and permitted transferees;
 
(ii) 
a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, restated or novated;
 
(iii) 
indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of any amount, whether present or future, actual or contingent;
 
(iv) 
a person includes any type of person or entity or body of persons, whether or not it is incorporated or has a separate legal identity, and includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership;
 
(v) 
a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any Governmental Agency, and if not having the force of law, with which responsible entities in the position of the relevant party would normally comply;
 
(vi) 
a trustee includes a reference to a responsible entity, where the context requires or permits;
 
(vii) 
a trust includes a reference to a “managed investment scheme” (as defined in the Corporations Act), where the context requires or permits;
 
(viii) 
a lease includes a reference to a lease, a lease of lease, any further derivative lease, a licence, any further derivative licence or a tenancy (however defined or described);
 
(ix) 
the words including, for example or such as when introducing an example do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
 
(x) 
the word agreement includes an agreement, undertaking or other binding arrangement or understanding;
 
(xi) 
a provision of law or a regulation is a reference to that provision as amended, consolidated, replaced or re-enacted;
 
(xii) 
the singular includes the plural and the plural includes the singular;
 
(xiii) 
words of any gender include all genders;
 
 (xiv) 
anything (including any right, obligation or concept) includes each and any part of that thing but nothing in this paragraph 1.2(a)(xiv)implies or is to be interpreted as meaning that performance of part of an obligation constitutes performance of the obligation; and
 
(xv) 
unless a contrary indication appears, a time of day is a reference to Sydney time.
 
(b) 
Section, clause and schedule headings are for ease of reference only.
 
(c) 
If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
 
(d) 
Unless a contrary indication appears, a reference to a clause, schedule or annexure is to a clause, schedule or annexure in or to this document, and a reference to this document includes any schedule or annexure in or to this document.
 
(e) 
Unless a contrary indication appears, the following terms (whether capitalised, italicised or not) that are defined in the PPSA and not otherwise defined in this document have the meaning given to them in the PPSA if and when used in this document: ‘amendment demand’, ‘attaches’, ‘chattel paper’, ‘circulating asset’, ‘financing change statement’, ‘financing statement’, ‘intermediated security’, ‘investment instrument’, ‘personal property’, ‘purchase money security interest’, ‘serial number’ and ‘verification statement’.
 
(f) 
An Event of Default or Review Event that occurs continues or subsists or is continuing or subsisting until the Secured Party notifies the Grantor in writing that it has been remedied to the satisfaction of the Secured Party or waived by the Secured Party.
 
(g) 
A reference to Australian dollars, dollars, $ or A$ is a reference to the lawful currency of Australia.
 
(h) 
The words related entity have the meanings given to them in the Corporations Act.
 
(i) 
Unless the context otherwise requires, the words property and asset are interchangeable when used in this document and in either case include any real or personal, present or future, tangible or intangible property or asset and any right, interest, revenue or benefit in, to, under or derived from the property or asset.
 
(j) 
No provision of this document may be construed adversely to a party on the ground that the party or its advisers was responsible for the preparation of this document or that provision.
 
1.3 Non Business Days and Time
 
(a) 
If the day on or by which a person must do something under this document is not a Business Day: