McGrath RentCorp (MGRC)

of Amendment

2.1 The effectiveness of this Amendment is subject to the fulfillment to the satisfaction of Agent, in its sole discretion, of the following conditions precedent:

(a) Enviroplex, Inc. and Mobile Modular Management Corporation shall have executed and delivered to Agent and to each Bank an original counterpart of an amendment to and ratification of their Continuing Guaranties

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notwithstanding the release of TRS from its Continuing Guaranty pursuant to this Amendment, in form and substance satisfactory to each Bank.

(b) Borrower shall have reimbursed Agent its costs and expenses, including attorneys’ fees and costs, incurred in connection with the negotiation, preparation and closing of this Amendment.

(c) Agent shall have received appropriate authorization documents, including corporate resolutions and certificates of incumbency, confirming to Agent’s satisfaction that all necessary corporate and organizational actions have been taken to authorize Borrower to enter into this Amendment, and to authorize Enviroplex, Inc. and Mobile Modular Management Corporation to ratify their Continuing Guaranties.

(d) Agent shall have received such other documents, instruments or agreements as Agent may require to effectuate the intents and purposes of this Amendment.

of Amendment

2.1 The effectiveness of this Amendment is subject to the fulfillment to the satisfaction of Agent, in its sole discretion, of the following conditions precedent:

(a) Borrower shall have executed and delivered to Agent and to each Bank an original counterpart of this Amendment, and to each Bank a replacement Revolving Note, in the form attached hereto as Exhibit “B”, completed with the applicable amount of such Bank’s Commitment as amended by this Amendment and referencing such Bank’s prior Revolving Note being replaced.

(b) Borrower shall have paid to Agent for ratable distribution to Banks, a one-time facility fee in the amount of $95,000 in connection with the increase in the Commitment and this Amendment, and shall have reimbursed Agent its costs and expenses, including attorneys’ fees and costs, incurred in connection with the negotiation, preparation and closing of this Amendment.

(c) Agent shall have received appropriate authorization documents, including borrowing resolutions and certificates of incumbency, confirming to Agent’s satisfaction that all necessary corporate and organizational actions have been taken to authorize Borrower to enter into this Amendment.

(d) Agent shall have received such other documents, instruments or agreements as Agent may require to effectuate the intents and purposes of this Amendment.