Exhibit 10.1
 


 


SECOND AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT


DATED AS OF DECEMBER 22,
2006


AMONG


SIRVA RELOCATION CREDIT,
LLC,

AS THE SELLER,


SIRVA RELOCATION LLC,

AS THE INITIAL MASTER SERVICER,


EXECUTIVE RELOCATION
CORPORATION,

AS AN INITIAL SUBSERVICER,


SIRVA GLOBAL RELOCATION,
INC.,

AS AN INITIAL SUBSERVICER,


 LASALLE BANK NATIONAL ASSOCIATION,

AS THE AGENT


AND


THE
PURCHASERS

FROM TIME TO TIME PARTY HERETO



   
 














 


TABLE OF CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  	
   

  
	
  ARTICLE I PURCHASES
  FROM SELLER AND SETTLEMENTS

  	
   

  	
  1

  	
   

  
	
  Section 1.1.

  	
   

  	
  Sales

  	
   

  	
  1

  	
   

  
	
  Section 1.2.

  	
   

  	
  Selection of
  Discount Rates and Tranche Periods

  	
   

  	
  4

  	
   

  
	
  Section 1.3.

  	
   

  	
  Fees and Other
  Costs and Expenses

  	
   

  	
  5

  	
   

  
	
  Section 1.4.

  	
   

  	
  Maintenance of
  Class A Sold Interest and Class B Sold Interest; Deemed Collection

  	
   

  	
  5

  	
   

  
	
  Section 1.5.

  	
   

  	
  Reduction in
  Commitments

  	
   

  	
  6

  	
   

  
	
  Section 1.6.

  	
   

  	
  Optional
  Repurchases

  	
   

  	
  7

  	
   

  
	
  Section 1.7.

  	
   

  	
  Assignment of
  Purchase Agreement

  	
   

  	
  7

  	
   

  
	
  Section 1.8.

  	
   

  	
  Allocations and
  Distributions

  	
   

  	
  7

  	
   

  
	
  Section 1.9.

  	
   

  	
  Additional
  Included Employers and Eligible Relocation Services Agreements

  	
   

  	
  11

  	
   

  
	
  Section 1.10.

  	
   

  	
  Increases in
  Aggregate Class A Commitment and Class A Purchase Limit

  	
   

  	
  11

  	
   

  
	
  ARTICLE II CUSTODY
  OF SPECIFIED DOCUMENTS

  	
   

  	
  12

  	
   

  
	
  Section 2.1.

  	
   

  	
  Specified
  Documents

  	
   

  	
  12

  	
   

  
	
  Section 2.2.

  	
   

  	
  Servicing
  Releases

  	
   

  	
  13

  	
   

  
	
  Section 2.3.

  	
   

  	
  Cooperation

  	
   

  	
  13

  	
   

  
	
  ARTICLE III ADMINISTRATION
  AND COLLECTIONS

  	
   

  	
  14

  	
   

  
	
  Section 3.1.

  	
   

  	
  Appointment of
  Servicer

  	
   

  	
  14

  	
   

  
	
  Section 3.2.

  	
   

  	
  Duties of
  Servicer

  	
   

  	
  14

  	
   

  
	
  Section 3.3.

  	
   

  	
  Reports

  	
   

  	
  15

  	
   

  
	
  Section 3.4.

  	
   

  	
  Enforcement
  Rights

  	
   

  	
  16

  	
   

  
	
  Section 3.5.

  	
   

  	
  Servicer Fee

  	
   

  	
  17

  	
   

  
	
  Section 3.6.

  	
   

  	
  Responsibilities
  of the Seller

  	
   

  	
  17

  	
   

  
	
  Section 3.7.

  	
   

  	
  Actions by
  Seller

  	
   

  	
  18

  	
   

  
	
  Section 3.8.

  	
   

  	
  Indemnities by
  Servicers

  	
   

  	
  18

  	
   

  
	
  ARTICLE IV REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  19

  	
   

  
	
  Section 4.1.

  	
   

  	
  Seller
  Representations and Warranties

  	
   

  	
  19

  	
   

  
	
  Section 4.2.

  	
   

  	
  Master Servicer
  Representations and Warranties

  	
   

  	
  20

  	
   

  
	
  Section 4.3.

  	
   

  	
  Subservicer
  Representations and Warranties

  	
   

  	
  21

  	
   

  



 


 



 ii
 






 



 


	
  Section 4.4.

  	
   

  	
  Specified Adjustments

  	
   

  	
  23

  	
   

  
	
  ARTICLE V COVENANTS

  	
   

  	
  23

  	
   

  
	
  Section 5.1.

  	
   

  	
  Covenants of the
  Seller

  	
   

  	
  23

  	
   

  
	
  Section 5.2.

  	
   

  	
  Covenants of the
  Master Servicer

  	
   

  	
  28

  	
   

  
	
  Section 5.3.

  	
   

  	
  Covenants of the
  Subservicers

  	
   

  	
  31

  	
   

  
	
  Section 5.4.

  	
   

  	
  [Reserved]

  	
   

  	
  34

  	
   

  
	
  Section 5.5.

  	
   

  	
  [Reserved]

  	
   

  	
  34

  	
   

  
	
  Section 5.6.

  	
   

  	
  Deeds

  	
   

  	
  34

  	
   

  
	
  Section 5.7.

  	
   

  	
  Delivery of
  Information

  	
   

  	
  34

  	
   

  
	
  ARTICLE VI INDEMNIFICATION

  	
   

  	
  34

  	
   

  
	
  Section 6.1.

  	
   

  	
  Indemnities by
  the Seller

  	
   

  	
  34

  	
   

  
	
  Section 6.2.

  	
   

  	
  Increased Cost
  and Reduced Return

  	
   

  	
  36

  	
   

  
	
  Section 6.3.

  	
   

  	
  Other Costs and
  Expenses

  	
   

  	
  36

  	
   

  
	
  Section 6.4.

  	
   

  	
  Withholding
  Taxes

  	
   

  	
  37

  	
   

  
	
  Section 6.5.

  	
   

  	
  Payments and
  Allocations

  	
   

  	
  37

  	
   

  
	
  ARTICLE VII CONDITIONS
  PRECEDENT

  	
   

  	
  38

  	
   

  
	
  Section 7.1.

  	
   

  	
  Conditions to
  Restatement

  	
   

  	
  38

  	
   

  
	
  Section 7.2.

  	
   

  	
  Conditions to
  Each Class A Purchase

  	
   

  	
  38

  	
   

  
	
  Section 7.3.

  	
   

  	
  Conditions to
  Each Class B Purchase

  	
   

  	
  39

  	
   

  
	
  ARTICLE VIII THE
  AGENT

  	
   

  	
  40

  	
   

  
	
  Section 8.1.

  	
   

  	
  Appointment and
  Authorization

  	
   

  	
  40

  	
   

  
	
  Section 8.2.

  	
   

  	
  Delegation of
  Duties

  	
   

  	
  40

  	
   

  
	
  Section 8.3.

  	
   

  	
  Exculpatory
  Provisions

  	
   

  	
  41

  	
   

  
	
  Section 8.4.

  	
   

  	
  Reliance by
  Agent

  	
   

  	
  41

  	
   

  
	
  Section 8.5.

  	
   

  	
  Assumed Payments

  	
   

  	
  42

  	
   

  
	
  Section 8.6.

  	
   

  	
  Notice of
  Termination Events

  	
   

  	
  42

  	
   

  
	
  Section 8.7.

  	
   

  	
  Non-Reliance on
  Agent and Other Purchasers

  	
   

  	
  42

  	
   

  
	
  Section 8.8.

  	
   

  	
  Agents and
  Affiliates

  	
   

  	
  43

  	
   

  
	
  Section 8.9.

  	
   

  	
  Indemnification

  	
   

  	
  43

  	
   

  
	
  Section 8.10.

  	
   

  	
  Successor Agent

  	
   

  	
  44

  	
   

  



 



 iii
 






 



 


 


	
  Section 8.11.

  	
   

  	
  Subordination

  	
   

  	
  44

  	
   

  
	
  ARTICLE IX MISCELLANEOUS

  	
   

  	
  45

  	
   

  
	
  Section 9.1.

  	
   

  	
  Termination

  	
   

  	
  45

  	
   

  
	
  Section 9.2.

  	
   

  	
  Notices

  	
   

  	
  45

  	
   

  
	
  Section 9.3.

  	
   

  	
  Payments and
  Computations

  	
   

  	
  46

  	
   

  
	
  Section 9.4.

  	
   

  	
  Sharing of
  Recoveries

  	
   

  	
  46

  	
   

  
	
  Section 9.5.

  	
   

  	
  Right of Setoff

  	
   

  	
  46

  	
   

  
	
  Section 9.6.

  	
   

  	
  Amendments

  	
   

  	
  46

  	
   

  
	
  Section 9.7.

  	
   

  	
  Waivers

  	
   

  	
  47

  	
   

  
	
  Section 9.8.

  	
   

  	
  Successors and
  Assigns; Participations; Assignments.

  	
   

  	
  48

  	
   

  
	
  Section 9.9.

  	
   

  	
  Confidentiality

  	
   

  	
  48

  	
   

  
	
  Section 9.10.

  	
   

  	
  Headings;
  Counterparts

  	
   

  	
  49

  	
   

  
	
  Section 9.11.

  	
   

  	
  Cumulative
  Rights and Severability

  	
   

  	
  49

  	
   

  
	
  Section 9.12.

  	
   

  	
  Governing Law;
  Submission to Jurisdiction

  	
   

  	
  49

  	
   

  
	
  Section 9.13.

  	
   

  	
  Waiver of Trial
  by Jury

  	
   

  	
  50

  	
   

  
	
  Section 9.14.

  	
   

  	
  Entire Agreement

  	
   

  	
  50

  	
   

  
	
  Section 9.15.

  	
   

  	
  USA PATRIOT Act
  Notice

  	
   

  	
  50

  	
   

  
	
  Section 9.16.

  	
   

  	
  Reservation of Rights

  	
   

  	
  50

  	
   

  



 



 iv
 






 



 


 


	
  Schedules

  	
   

  	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Definitions

  
	
  Schedule II

  	
   

  	
  Purchase Commitments

  
	
  Schedule III

  	
   

  	
  Included Employers

  
	
  Schedule IV

  	
   

  	
  Financial Reporting
  Exceptions

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
   

  	
  Form of Incremental
  Purchase Request

  
	
  Exhibit A-2

  	
   

  	
  Form of Document
  Schedule

  
	
  Exhibit B

  	
   

  	
  Form of Request for
  Document Release

  
	
  Exhibit C-1

  	
   

  	
  Form of Daily Report

  
	
  Exhibit C-2

  	
   

  	
  Form of Weekly Report

  
	
  Exhibit C-3

  	
   

  	
  Form of Monthly Report

  
	
  Exhibit D

  	
   

  	
  Addresses and Names of
  Seller and Originators

  
	
  Exhibit E

  	
   

  	
  Accounts

  
	
  Exhibit F

  	
   

  	
  Compliance Certificate

  
	
  Exhibit G

  	
   

  	
  Credit and Collection
  Policy

  
	
   

  	
   

  	
   

  
	
  Attachments

  	
   

  	
  Description

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Attachment 1

  	
   

  	
  Form of Template for
  Financial Reporting

  
	
  Attachment 2

  	
   

  	
  Monthly Financial
  Statement Certificate

  
	
  Attachment 3

  	
   

  	
  Annual Budget
  Certificate

  
	
  Attachment 4

  	
   

  	
  Treasury Operations Information Certificate

  



 



 v
















SECOND AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT


SECOND AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT, dated as of December 22, 2006 (this “Agreement”), among SIRVA Relocation Credit, LLC, a Delaware
limited liability company, as Seller (the “Seller”),
SIRVA Relocation LLC, a Delaware limited liability company (“SIRVA Relo”), as the initial master servicer (the “Master Servicer”), Executive Relocation Corporation, a
Michigan corporation (“Executive Relo”),
as a Subservicer, SIRVA Global Relocation, Inc., a Delaware corporation (“SIRVA Global”), as a Subservicer (in such capacity together
with Executive Relo, each a “Subservicer”),
LaSalle Bank National Association, as agent for the Purchasers (the “Agent”), LaSalle Bank National Association, as a Purchaser,
and the other Purchasers from time to time party hereto.  Certain capitalized terms used herein, and
certain rules of construction, are defined in Schedule I.  The Purchasers’ Commitments are listed on
Schedule II.


RECITALS


A.            The
Seller, the Master Servicer, Executive Relo as Subservicer, the Purchasers and
the Agent are party to that certain Amended and Restated Receivables Sale
Agreement dated as of December 23, 2004 (as heretofore amended or otherwise
modified, the “Original Receivables Sale Agreement”),
pursuant to which the Seller has transferred to the Agent for the benefit of
the Purchasers undivided ownership interests in the Receivables, all related
Collections and all proceeds of the foregoing.


B.            The
Seller, the Master Servicer, the Subservicers, the Agent and the Purchasers
wish to amend and restate the Original Receivables Sale Agreement in the form
of this Agreement in order to, among other things, (1) provide for an
additional class of Investments by certain of the Purchasers in an aggregate
principal amount outstanding not to exceed $25,000,000 and (2) reflect the
addition of SIRVA Global as an Originator and Subservicer.


The parties hereto agree
that effective as of the Second Restatement Date the Original Receivables Sale
Agreement is amended and restated to read in its entirety in the form of this
Agreement.


ARTICLE I



PURCHASES FROM SELLER AND SETTLEMENTS


Section 1.1.           Sales.


(a)           The Class A Sold Interest.  Subject to the terms and conditions hereof,
the Seller may, from time to time before the Termination Date, request that the
Class A Purchasers make purchases of undivided ownership interests in the
Receivables, all related Collections and all proceeds of the foregoing.  Upon any such request, subject to the terms
and conditions of this Agreement, each Class A Purchaser shall purchase such
interest.  Such interest shall be
transferred to the Agent, as representative of the Class A Purchasers.  Any such purchase (a “Class A
Purchase”) shall be made by each Class A Purchaser remitting funds
to the Agent, pursuant to Section 1.1(c). 
The ownership interest so acquired by a Class A Purchaser in the
Receivables and the related Collections and proceeds is herein called its “Class A Purchase 









 



Interest” and entitles such Class
A Purchaser to receive payments from the Receivables and the related
Collections and proceeds in respect of Class A Investments, Discount and other
amounts payable in accordance with the terms of this Agreement, including,
without limitation, in accordance with the applicable priorities set forth in
Section 1.8.  All
of the Class A Purchasers’ Class A Purchase Interests at any time are referred
to herein as the “Class A Sold Interest”, which at
any time is the aggregate ownership interest then held by the Class A Purchasers
in the Receivables and the related Collections and proceeds.


The parties hereto acknowledge and agree that,
immediately prior to the effectiveness of this Agreement, the Class A
Purchasers held Class A Purchase Interests with an Aggregate Class A Investment
of $164,498,115.70 under the Original Receivables Sale Agreement (the “Original Interest”). 
The Original Interest shall remain outstanding as hereunder, and nothing
in this Agreement shall be deemed to release any ownership or security interest
in favor of the Agent or the Purchasers in respect thereof.  All amounts accrued and unpaid under the
Original Receivables Sale Agreement 
shall continue to be outstanding and payable under this Agreement.


(b)           Class A Purchaser
Commitments.  Each Class A
Purchaser severally hereby agrees, subject to Section 7.2 and the other
terms and conditions hereof, to make Class A Purchases before the Termination
Date, based on the applicable Class A Purchaser’s Class A Commitment Percentage
of each Class A Purchase, to the extent that after giving effect thereto, (i)
its Class A Investment would not exceed its Class A Commitment, (ii) the
Aggregate Class A Investment would not exceed the Class A Purchase Limit, (iii)
the Aggregate Class A Investment would not exceed the Aggregate Class A
Commitment, and (iv) (x) the Aggregate Class A Investment would not exceed (y)
the Adjusted Class A Net Receivables Balance. 
The first Class A Purchase and each additional Class A Purchase is
referred to herein as an “Incremental Class A Purchase.”  All Class A Purchases hereunder shall be made
ratably by each Class A Purchaser in accordance with the Class A Commitment of
such Class A Purchaser.


(c)           Class A Incremental
Purchases.  In order to
request an Incremental Class A Purchase from a Class A Purchaser, the Seller
must provide to the Agent an irrevocable written request (including by
telecopier or other facsimile communication) substantially in the form of
Exhibit A-1 (an “Incremental Purchase
Request”), by 12:00 noon (Chicago time) on the requested date
(the “Class A Purchase Date”) of such Class A
Purchase, specifying the requested Class A Purchase Date (which must be a
Business Day) and the requested amount (the “Class A Purchase Amount”)
of such Class A Purchase, which must be in a minimum amount of $100,000 and
multiples thereof (or, if less, an amount equal to the Maximum Incremental
Class A Purchase Amount).  All
Incremental Class A Purchases must be requested ratably from all Class A
Purchasers.  The Agent shall promptly
notify the Purchasers of the contents of such request.  Subject to Section 7.2 and the other
terms and conditions hereof, each Class A Purchaser shall transfer the
applicable Class A Purchaser’s Class A Commitment Percentage of the requested
Class A Purchase Amount to the Agent by no later than 2:00 p.m. (Chicago time)
on the Class A Purchase Date.  The Agent
shall promptly transfer to the Seller Account the proceeds of any Incremental
Class A Purchase delivered to the Agent.


(d)           The Class B Sold Interest.  Subject to the terms and conditions hereof,
the Seller may, from time to time before the Termination Date, request that the
Class B Purchasers make purchases of undivided ownership interests in the
Receivables, all related Collections and all 



 2
 






 



proceeds of the foregoing.  Upon any such request, subject to the terms
and conditions of this Agreement, each Class B Purchaser shall purchase such
interest.  Such interests shall be
transferred to the Agent, as representative of the Class B Purchasers.  Any such purchase (a “Class B
Purchase”) shall be made by each Class B Purchaser remitting funds
to the Agent, pursuant to Section 1.1(f). 
The ownership interest so acquired by a Class B Purchaser in the
Receivables and the related Collections and proceeds is herein called its “Class B Purchase Interest” and entitles such Class B
Purchaser to receive payments from the Receivables and the related Collections
and proceeds in respect of Class B Investments, Discount and other amounts
payable in accordance with the terms of this Agreement, including, without
limitation, in accordance with the applicable priorities set forth in Section
1.8.  All
of the Class B Purchasers’ Class B Purchase Interests at any time are referred
to herein as the “Class B Sold Interest”, which at
any time is the aggregate ownership interest then held by the Class B
Purchasers in the Receivables and the related Collections and proceeds.


(e)           Class B Purchaser
Commitments.  If no Class A
Incremental Purchase is then available, each Class B Purchaser severally hereby
agrees, subject to Section 7.3 and the other terms and conditions hereof,
to make Class B Purchases before the Termination Date, based on the applicable
Class B Purchaser’s Class B Commitment Percentage of each Class B Purchase, to
the extent that after giving effect thereto, (i) its Class B Investment would
not exceed its Class B Commitment, (ii) the Aggregate Class B Investment would
not exceed the Class B Purchase Limit, (iii) the Aggregate Class B Investment
would not exceed the Aggregate Class B Commitment, and (iv) (x) the sum of the
Aggregate Class A Investment plus the Aggregate Class B Investment would not
exceed (y) the Adjusted Class B Net Receivables Balance.  The first Class B Purchase and each additional
Class B Purchase is referred to herein as an “Incremental
Class B Purchase.”  All Class
B Purchases hereunder shall be made ratably by each Class B Purchaser in
accordance with the Class B Commitment of such Class B Purchaser.


(f)            Class B Incremental
Purchases.  In order to
request an Incremental Class B Purchase from a Class B Purchaser, the Seller
must provide to the Agent an Incremental Purchase Request, by 12:00 noon
(Chicago time) on the requested date (the “Class B Purchase Date)
of such Class B Purchase, specifying the requested Class B Purchase Date (which
must be a Business Day) and the requested amount (the “Class B
Purchase Amount”) of such Class B Purchase, which must be in a
minimum amount of $100,000 and multiples thereof (or, if less, an amount equal
to the Maximum Incremental Class B Purchase Amount).  The initial Class B Purchase Date shall be
the Second Restatement Date.  Each
subsequent Class B Purchase Date shall be a Weekly Settlement Date.  All Incremental Class B Purchases must be
requested ratably from all Class B Purchasers. 
The Agent shall promptly notify the Purchasers of the contents of such
request.  Subject to Section 7.3 and
the other terms and conditions hereof, each Class B Purchaser shall transfer
the applicable Class B Purchaser’s Class B Commitment Percentage of the
requested Class B Purchase Amount to the Agent by no later than 2:00 p.m.
(Chicago time) on the Class B Purchase Date. 
The Agent shall promptly transfer to the Seller Account the proceeds of
any Incremental Class B Purchase delivered to the Agent.


(g)           Security Interest.  It is the intention of the parties hereto
that the Purchases hereunder constitute the sale, transfer and assignment by
the Seller to the Purchasers of undivided ownership interests in the
Receivables, the Collections and all proceeds of the foregoing (and not merely
an extension of credit or a pledge). 
Nevertheless, the Seller 



 3
 






 



acknowledges and agrees that none of the Agent, any
Purchaser or their representatives have made any representations or warranties
concerning the tax, accounting or legal characteristics of the Transaction
Documents and that the Seller has obtained and relied upon such tax, accounting
and legal advice from its own experts concerning the Transaction Documents as
it deems appropriate.  If,
notwithstanding the intention of the parties, the transactions contemplated
hereby are characterized as an extension of credit or a pledge, the Seller
hereby grants to the Agent (for the benefit of the Purchasers) a security
interest in all of the Seller’s rights in the Receivables, the Collections, and
all proceeds of the foregoing to secure all of the Seller’s obligations under
the Transaction Documents.


Section
1.2.           Selection of Discount Rates
and Tranche Periods. 
(a)  All Investment of each Purchaser shall be allocated to one or
more Tranches reflecting the Discount Rates at which such Investment accrues
Discount and the Tranche Periods for which such Discount Rates apply; provided that no more than ten Tranches shall be outstanding
at any time with respect to the Class A Investments and no more than five
Tranches shall be outstanding at any time with respect to the Class B
Investments.  Except as set forth below,
the Agent shall select the Tranche Periods for all Investments.  Not later than (1) concurrently with any
request for an Incremental Purchase from the Purchasers,
(2) 3:00 p.m., Chicago time, one Business Day prior to the expiration
of any Tranche Period applicable to any Investment of each Purchaser if the
requested Tranche Period is a Prime Tranche and (3) 10:00 a.m., Chicago time,
two Business Days prior to the expiration of any Tranche Period applicable to
any Investment of each Purchaser if the requested Tranche Period is a
Eurodollar Tranche, the Master Servicer on behalf of the Seller may request the
Discount Rate(s) and Tranche Period(s) to be applicable to such
Investment.  All Investment of the
Purchasers may accrue Discount at either the Eurodollar Rate or the Prime Rate,
in all cases as established for each Tranche Period applicable to such Class A
Investments or Class B Investments, as the case may be.  Each Tranche shall be in the minimum amount
of $1,000,000 and in multiples thereof or, in the case of Discount accruing at
the Prime Rate, in any amount of Investment that otherwise has not been allocated
to another Tranche Period.  During the
continuance of a Termination Event, the Agent may reallocate any outstanding
Investment allocated to a Eurodollar Tranche to a Prime Tranche at the end of
its then current Tranche Period.  All
Discount accrued during a Tranche Period shall be paid by the Seller to the
Agent (for the benefit of the Purchasers) on the last day of such Tranche
Period.


(a)           If, by the time required in
Section 1.2(a), the Seller fails to select a Tranche Period for any
Investment of any Purchaser, the Agent may, in its sole discretion, select such
Tranche Period.  If, by the time required
in Section 1.2(a), the Seller and the Agent do not select a Discount Rate
or Tranche Period for any Investment, such amount of Investment shall automatically
accrue Discount at the Prime Rate for a three Business Day Tranche Period.


(b)           If any Purchaser determines
(i) that maintenance of any Eurodollar Tranche would violate any
applicable law or regulation or (ii) that deposits of a type and maturity
appropriate to match fund any of such Purchaser’s Eurodollar Tranches are not
available, then the Agent, upon the direction of such Purchaser, shall suspend
the availability of, and terminate any outstanding, Eurodollar Tranche so
affected.  All Investment allocated to
any such terminated Eurodollar Tranche shall be reallocated to a Prime Tranche
at the termination of the related Tranche Period.



 4
 






 



Section
1.3.           Fees and Other Costs and
Expenses.  (b) 
The Seller shall pay to the Agent such amounts as agreed to with the Seller in
the Fee Letter.


(a)           The Seller shall pay to the Agent for
the account of each Class A Purchaser a commitment fee computed at 0.35% per
annum on the average daily unused portion of such Class A Purchaser’s Class A
Commitment.  Such commitment fee shall
accrue from the Restatement Date (under the Original Receivables Sale
Agreement) to the Termination Date and shall be due and payable monthly in
arrears on the Monthly Settlement Date of each month and on the Termination
Date.  The commitment fee provided in
this Section 1.3(b) shall accrue at all times after the Restatement Date under
the Original Receivables Sale Agreement, including at any time during which one
or more of the conditions in Article VII are not met.


(b)           The Seller shall pay to the Agent for
the account of each Class B Purchaser a commitment fee computed at 0.50% per
annum on the average daily unused portion of such Class B Purchaser’s Class B
Commitment.  Such commitment fee shall
accrue from the Second Restatement Date to the Termination Date and shall be
due and payable monthly in arrears on the Monthly Settlement Date of each month
and on the Termination Date.  The
commitment fee provided in this Section 1.3(c) shall accrue at all times after
the Second Restatement Date, including at any time during which one or more of
the conditions in Article VII are not met.


(c)           If the amount of Investment of any
Purchaser allocated to any Eurodollar Tranche is reduced before the last day of
its Tranche Period, or if a requested Incremental Purchase at the Eurodollar
Rate does not take place on its scheduled Purchase Date, the Seller shall pay
the Early Payment Fee to each applicable Purchaser.


(d)           Investment shall be payable solely
from Collections and from amounts payable under Sections 1.4, 1.6 and 6.1
(to the extent amounts paid under Section 6.1 indemnify against reductions
in or non-payment of Receivables). 
The Seller shall pay, as a full recourse obligation, all other amounts
payable hereunder and under the Fee Letter, including all Discount, fees
described in clauses (a), (b), (c) and (d) above and amounts payable under
Article VI.


Section 1.4.           Maintenance
of Class A Sold Interest and Class B Sold Interest; Deemed Collection.


(a)           Class A General.  If at any time before the Termination Date
the Adjusted Class A Net Receivables Balance is less than the Aggregate Class A
Investment, the Seller shall promptly (but not later than one Business Day
after the Seller becomes aware of such condition) pay to the Agent an amount
equal to such deficiency for application to reduce the Class A Investments of
the Class A Purchasers ratably in accordance with the principal amount of their
respective Class A Investments, applied first to the
outstanding Prime Tranches and second to the
outstanding Eurodollar Tranches in the order in which their respective then
current Tranche Periods are scheduled to end.


(b)           Class B General.  If on any Weekly Settlement Date the Adjusted
Class B Net Receivables Balance is less than the sum of the Aggregate Class A
Investment plus the Aggregate Class B Investment, the Seller shall promptly
(but not later than one Business Day after the Seller becomes aware of such
condition) pay to the Agent an amount equal to such 



 5
 






 



deficiency (to the extent remaining after any amount
payable pursuant to Section 1.4(a) is paid, and only after any amount payable
pursuant to Section 1.4(a) has been paid) for application to reduce the Class B
Investments of the Class B Purchasers ratably in accordance with the principal
amount of their respective Class B Investments, applied first
to the outstanding Prime Tranches and second to the
outstanding Eurodollar Tranches in the order in which their respective then
current Tranche Periods are scheduled to end.


(c)           Deemed Collections.  If on any day the outstanding balance of a
Receivable is reduced or cancelled as a result of any defective or rejected
goods or services, any cash discount or adjustment (including as a result of
the application of any special refund or other discounts or any reconciliation),
any setoff or credit (whether such claim or credit arises out of the same, a
related, or an unrelated transaction) or other similar reason not arising from
the financial inability of the Obligor to pay undisputed indebtedness, the
Seller and the related Servicer shall be deemed to have received on such day a
Collection on such Receivable in the amount of such reduction or
cancellation.  If (i) any representation,
warranty, covenant or other agreement of the Seller related to a Receivable is
not true or is not satisfied as of the date a Purchase Interest was conveyed to
the Agent on behalf of the Purchasers or, (ii) the Seller has not taken the
action required to be taken by it with respect to a Receivable under Section
5.6, the Seller shall be deemed to have received on such day a Collection in
the outstanding principal amount of such Receivable.  If a Receivable was identified as an Eligible
Receivable in any writing given to the Agent or the Purchasers, but was not an
Eligible Receivable when so identified, the Seller and the related Servicer
shall be deemed to have received on such day a Collection in the amount of the
outstanding balance of such Receivable. 
All such Collections deemed received by the Seller and the related
Servicer under this Section 1.4(c) shall be remitted by them to the
Collection Account within one Business Day after such deemed receipt in
accordance with Sections 5.1(i) and 5.2(h).


(d)           Adjustment to Sold
Interests.  At any time before
the Termination Date that the Seller is deemed to have received any Collection
under Section 1.4(c) (“Deemed Collections”)
that derives from a Receivable that is otherwise reported as an Eligible
Receivable, so long as no Liquidation Period then exists the Seller may satisfy
its obligation to deliver such amount to the related Servicer by instead
notifying the Agent that each Sold Interest should be recalculated by
decreasing the Net Receivables Balance by the amount of such Deemed
Collections, so long as such adjustment does not cause (i) the Adjusted Class A
Net Receivables Balance to be less than the Aggregate Class A Investment or
(ii) the Adjusted Class B Net Receivables Balance to be less than the sum of
the Aggregate Class A Investment plus the Aggregate Class B Investment.


(e)           Payment Assumption.  Unless an Obligor otherwise specifies (by
reference to a particular invoice or otherwise) or another application is
required by contract or law, any payment received by the Seller from any
Obligor shall be applied as a Collection of Receivables of such Obligor
(starting with the oldest such Receivable) and remitted to the related Servicer
as such.


Section
1.5.           Reduction in Commitments.


(a)           The Seller may, upon thirty days’
notice to the Agent, reduce the Aggregate Class A Commitment in increments of
$5,000,000, so long as the Aggregate Class A Commitment at 



 6
 






 



all times equals or exceeds the outstanding Aggregate
Class A Investment.  Each such reduction
in the Aggregate Class A Commitment shall reduce the Class A Commitment of each
Class A Purchaser in accordance with its Class A Commitment Percentage and
shall reduce the Class A Purchase Limit by a corresponding amount.


(b)           The Seller may, upon thirty days’
notice to the Agent, reduce the Aggregate Class B Commitment in increments of
$5,000,000, so long as the Aggregate Class B Commitment at all times equals or
exceeds the outstanding Aggregate Class B Investment.  Each such reduction in the Aggregate Class B
Commitment shall reduce the Class B Commitment of each Class B Purchaser in
accordance with its Class B Commitment Percentage and shall reduce the Class B
Purchase Limit by a corresponding amount.


Section
1.6.           Optional Repurchases.  At any time that the Aggregate Investment is
less than 10% of the highest Aggregate Investment outstanding at any time hereunder,
the Master Servicer may, upon thirty days’ notice to the Agent, purchase the
Sold Interests from the Purchasers at a price equal to the outstanding Matured
Aggregate Class A Investment, the outstanding Matured Aggregate Class B
Investment and all other amounts then owed hereunder.


Section
1.7.           Assignment of Purchase
Agreement.  The Seller
hereby assigns and otherwise transfers to the Agent (for the benefit of the
Agent, each Purchaser and any other Person to whom any amount is owed
hereunder) all of the Seller’s right, title and interest in, to and under the
Purchase Agreement.  The Seller shall
file and record all financing statements, continuation statements and other
documents required to perfect or protect such assignment.  This assignment includes (a) all monies
due and to become due to the Seller from the Originators or the Parent under or
in connection with the Purchase Agreement (including fees, expenses, costs,
indemnities and damages for the breach of any obligation or representation
related to either such agreement) and (b) all rights, remedies, powers,
privileges and claims of the Seller against the Originators or the Parent under
or in connection with the Purchase Agreement. 
All provisions of the Purchase Agreement shall inure to the benefit of,
and may be relied upon by, the Agent, each Purchaser and each such other
Person.  At any time after a Servicer
Replacement Event, the Agent shall have the sole right to enforce the Seller’s
rights and remedies under the Purchase Agreement to the same extent as the
Seller could absent this assignment, but without any obligation on the part of
the Agent any Purchaser or any other such Person to perform any of the
obligations of the Seller under the Purchase Agreement (or any of the
promissory notes executed thereunder). 
All amounts distributed to the Seller under the Purchase Agreement from
Receivables sold to the Seller thereunder shall constitute Collections
hereunder and shall be applied in accordance herewith.


Section 1.8.           Allocations
and Distributions.


(a)           Accounts.  The Agent will at all times
maintain the Collection Account and the Investment Account in the name of the
Agent and the Agent shall have exclusive control of, and a valid, perfected and
first priority security interest in, such accounts.  The Servicers have given, or will give,
written directions to each Included Employer and each Origination Home Closing
Agent, no later than February 15, 2005 (or, if later, the date on which
such Person becomes an Included Employer or otherwise becomes obligated to
remit any amounts in respect of the Receivables), to remit all amounts due in
respect of the Receivables to the Collection Account; 



 7
 






 



provided that if the Seller or a
Servicer shall receive any Collections, it shall remit such Collections to the
Collection Account within three Business Days of such receipt.  No withdrawals, payments or transfers of
funds from the Collection Account or the Investment Account shall be made
except upon the written direction of the Agent in accordance with this Section.  The amounts held in the Collection Account
may be transferred to the Investment Account and invested and reinvested by the
Agent solely in Permitted Investments credited to the Investment Account
selected by the Seller in a written notice to the Agent (unless a Termination
Event exists, in which case such transfer and investment shall be at the
discretion of, and in Permitted Investments selected by, the Agent).  Yield on such investments shall be deposited in
the Investment Account and allocated in accordance with this Section.  To the extent that the Collection Account and
the Investment Account constitute “Securities Accounts” as defined in Section
8.501(a) of the UCC, LaSalle will act as Securities Intermediary and will treat
the Agent, for whom the Securities Intermediary maintains the Collection
Account and the Investment Account, as entitled to exercise the rights that
comprise the property, including all Security Entitlements, Securities,
Financial Assets, Investment Property and Instruments (each as defined in the
UCC).  In the event that the Collection
Account and the Investment Account are not considered to be “Securities
Accounts” under applicable law, the Collection Account and the Investment
Account shall be deemed to be “deposit accounts” (as defined in the UCC) to the
extent a security interest can be granted and perfected under the UCC in the
Collection Account and the Investment Account as deposit accounts, which the
Agent shall maintain with LaSalle acting not as a securities intermediary but
as a “bank” (as defined in the UCC).  The
Agent, acting on behalf of the Purchasers, shall be deemed to be the customer
of the LaSalle for purposes of the Collection Account and the Investment
Account and as such shall be entitled to all the rights that customers of banks
have under applicable law with respect to deposit accounts, including the right
to withdraw funds from, or close, the Collection Account and the Investment
Account (which rights shall be exercised in accordance with the terms of this
Agreement). LaSalle shall credit the Collection Account and the Investment
Account with all receipts of interest, dividends, and other income received on
or in respect of the property held in the each of the respective accounts.  LaSalle agrees that its jurisdiction is the
State of Illinois for all purposes of the UCC.


LaSalle hereby (i) subordinates to the interests of
the Agent and the Purchasers any security interest, lien, or right of
recoupment or setoff that LaSalle may have in its individual capacity, now or
in the future, against the Collection Account and the Investment Account, and
(ii) agrees that it will not exercise any right in respect of such security
interest or lien or any right of recoupment or setoff until the interests of
the Agent and the Purchasers in the Collection Account and the Investment
Account are terminated, except that LaSalle is permitted to charge the
Collection Account and the Investment Account (i) for its fees and charges
relating to such accounts and services related to such accounts and the
Transaction Documents, and (ii) for any check or wire transfer deposited into
either such account or other credit to either such account if such check, wire
transfer or credit is subsequently returned unpaid, and (iii) for the ratable
benefit of the Agent and the Purchasers.


(b)           Business Day Payments.  On each Business Day other than a Weekly
Settlement Date, unless the Termination Date shall have occurred, the Available
Funds in the Collection Account shall be transferred by the Agent to the Class
A Purchasers to reduce the Class A Investments ratably to the extent of the
Principal Distribution Amounts.



 8
 






 



(c)           Weekly Settlement Dates.  On each Weekly Settlement Date, unless the
Termination Date shall have occurred, Available Funds, first
from the Collection Account and second from the
Investment Account, shall be applied to the extent required to make the
following payments:


(i)            first, ratably
to the Class A Purchasers an amount, if any, to reduce the Class A Investments
so that the Aggregate Class A Investment does not exceed the Adjusted Class A
Net Receivables Balance; and


(ii)           second, ratably
to the Class B Purchasers an amount, if any, to reduce the Class B Investments
so that the sum of  the Aggregate Class A
Investment and the Aggregate Class B Investment does not exceed the Adjusted
Class B Net Receivables Balance.


(d)           Monthly Settlement Dates.  On each Monthly Settlement Date, unless the
Termination Date shall have occurred, Available Funds in the Collection Account
and the Investment Account received in the preceding month (and not including
Available Funds received since the end of the preceding month) shall be applied
as follows:


(i)            first, ratably
to the Class A Purchasers until all Principal Distribution Amounts, Discount and
fees previously accrued but not yet paid shall have been paid in full;


(ii)           second, ratably
to the Class A Purchasers until all other amounts then due and payable to the
Class A Purchasers under the Transaction Documents shall have been paid in
full;


(iii)          third, ratably
to the Class B Purchasers until all Principal Distribution Amounts, Discount
and fees previously accrued but not yet paid shall have been paid in full;


(iv)          fourth, ratably
to the Class B Purchasers until all other amounts then due and payable to the
Class B Purchasers under the Transaction Documents shall have been paid in
full;


(v)           fifth, to the
Agent until all amounts then due and payable to the Agent under the Transaction
Documents shall have been paid in full;


(vi)          sixth, to any
other Person (other than the Servicers and the Originators) to whom any amounts
are then due and payable under the Transaction Documents until all such amounts
shall have been paid in full;


(vii)         seventh,
ratably to the Servicers until all amounts then due and payable to the
Servicers under the Transaction Documents shall have been paid in full;


(viii)        eighth, ratably
to the Originators until any amounts then due and payable under the
Subordinated Notes shall have been paid in full; and



 9
 






 



(ix)           ninth, to the
Seller.


(e)           Termination Date.  On each day on and after the
Termination Date, all Available Funds in the Collection Account and the
Investment Account shall be allocated as follows:


(i)            first, ratably
to the Class A Purchasers until all Class A Investments of, and Discount and
fees previously accrued but not already paid to, the Class A Purchasers shall
have been paid in full;


(ii)           second, ratably
to the Class A Purchasers until all other amounts owed to the Class A
Purchasers shall have been paid in full;


(iii)          third, ratably
to the Class B Purchasers until all Class B Investments of, and Discount and
fees previously accrued but not already paid to, the Class B Purchasers shall
have been paid in full;


(iv)          fourth, ratably
to the Class B Purchasers until all other amounts owed to the Class B
Purchasers shall have been paid in full;


(v)           fifth, to the
Agent until all amounts owed to the Agent shall have been paid in full;


(vi)          sixth, to any
other Person (excluding the Servicers and the Originators) to whom any amounts
are owed under the Transaction Documents until all such amounts shall have been
paid in full;


(vii)         seventh,
ratably to the Servicers until all amounts owed to them under the Transaction
Documents shall have been paid in full;


(viii)        eighth, ratably
to the Originators until any amounts then due and payable under the
Subordinated Notes shall have been paid in full; and


(ix)           ninth, to the
Seller.


No distributions shall be made to pay amounts under
clauses (vi), (vii), (viii) and (ix) above until sufficient Available Funds
have been set aside to pay all amounts described in clauses (i) through (v)
that may become payable for all outstanding Tranche Periods.


(f)            Ratable Distributions.  All distributions shall be made ratably
within each priority level in accordance with the respective amounts then due
each Person (or group of Persons) included in such level unless otherwise
agreed by the Agent.


(g)           Payment by Seller.  As provided in Section 1.3(e) all
Discount and other amounts payable hereunder other than Investment are payable
by the Seller.  If any part of any
Collections is applied to pay any such amounts pursuant to this
Section 1.8, the Seller shall pay to the Servicer the amount so applied
for distribution as part of Collections.



 10














 


(h)           Other Funds.  If at any time Servicer shall have
notified the Agent that a portion of the funds deposited into the Collection
Account do not constitute the Collections or other proceeds of the Receivables,
and shall have provided to the Agent such other information or verification as
the Agent shall request with respect thereto, and such funds shall not have
been theretofore applied as Collections in accordance with this Article I, the
Agent shall instruct LaSalle to remit the amount of such funds to the Seller
from collected funds then on deposit in the Collection Account.  Unless and until the Agent receives such
notice and other information or verification, the Agent may treat and apply
such funds as Collections.  If the Agent
receives such notice and other information or verification after applying any
such funds that do not constitute Collections, such application of funds shall
not be reversed, provided that the Receivables
Balance shall be increased, as applicable, to reflect that such applied funds
were not Collections.


Section
1.9.           Additional Included
Employers and Eligible Relocation Services Agreements.  Schedule III to the Receivables Sale
Agreement may be amended from time to time at the request of the Seller and the
Originators with the consent of the Agent to add an additional Employer and
Relocation Services Agreement as an Included Employer and an Eligible
Relocation Services Agreement, provided that
(i) the Agent has received a complete and correct copy of the related
Relocation Services Agreement (including, without limitation, all exhibits,
schedules, amendments and addenda thereto), (ii) the related Relocation
Services Agreement is in a form substantially similar to one or more Relocation
Services Agreements from which Eligible Receivables have arisen prior to
February 28, 2005 and otherwise is in form and substance satisfactory to the
Agent, (iii) such additional Included Employer provides a written consent to
the assignments under the Transaction Documents in a form substantially similar
to the form of consent obtained from one or more Eligible Employers prior to
February 28, 2005 and otherwise in form and substance satisfactory to the Agent
prior to Schedule III being amended to add such additional Included Employer,
(iv) all necessary approvals and releases with respect to the conveyance of the
Receivables arising under such related Relocation Services Agreement have been
obtained and are in form and substance satisfactory to the Agent, (v) such
additional Included Employer otherwise meets the criteria set forth in the
definition of “Eligible Employer”, (vi) such related Relocation Services
Agreement otherwise meets the criteria set forth in the definition of “Eligible
Relocation Services Agreement”, and (vii) such additional Included Employer is
acceptable to the Agent.


Section
1.10.        Increases in Aggregate Class
A Commitment and Class A Purchase Limit.


(a)           Request for Increase.  Provided there exists no Potential
Termination Event, upon notice to the Agent (which shall promptly notify the
Purchasers), the Seller may from time to time on or prior to December 31, 2006,
request an increase in the Aggregate Class A Commitment and the Purchase Limit
by an amount (for all such requests) not exceeding $6,875,000; provided that any such request for an increase shall be in a
minimum amount of $2,000,000.


(b)           Class A Purchasers.   To achieve the full amount of a requested
increase and subject to the approval of the Agent, the Seller may invite
existing Purchasers to increase their respective Class A Commitments and/or
additional Persons to become Class A Purchasers pursuant to a joinder agreement
in form and substance satisfactory to the Agent and its counsel; 



 11
 






 



provided that nothing herein
shall require any Class A Purchaser to increase its Class A Commitment.  Any Class A Commitment of a Person becoming a
new Class A Purchaser under this Section 1.10 shall be in an amount of at least
$5,000,000.


(c)           Effective Date and
Allocations.  If the Aggregate
Class A Commitment and Class A Purchase Limit are increased in accordance with
this Section, the Agent and the Seller shall determine the effective date (the “Increase Effective Date”) and the final allocation of such
increase.  The Agent shall promptly
notify the Seller and the Purchasers of the final allocation of such increase
and the Increase Effective Date.


(d)           Effectiveness of Class A
Commitment Increase.  As a
condition precedent to such increase, the Seller shall deliver to the Agent a
certificate of each SIRVA Entity dated as of the Increase Effective Date
confirming that all corporate or limited liability company action to authorize
such increase has been taken and that no Potential Termination Event exists and
the SIRVA Entities shall pay an increase fee of 0.15% of the amount of each
increase of the Class A Commitment of any Class A Purchaser to the Agent for
the account of such Class A Purchaser. 
The Class A Purchasers shall make and receive such payments between
themselves on the Increase Effective Date to the extent necessary to make their
respective Class A Purchase Interests pro rata in accordance with their
respective Class A Commitments after giving effect to such increase.  Schedule II to the Receivables Sale Agreement
shall be modified to reflect the increase in the Aggregate Class A Commitment,
any new Class A Purchaser and any change in Class A Commitments.


ARTICLE II



CUSTODY OF SPECIFIED DOCUMENTS


Section 2.1.           Specified Documents.  (c) 
The Specified Documents relating to the Receivables shall be held on
behalf of and in trust for the Agent and the Purchasers in the custody of a
Person (a “Custodian”) designated to so act on
behalf of the Purchasers under this Article II.  As the initial Custodians, each of SIRVA
Relo, Executive Relo and SIRVA Global
is hereby designated as, and agrees to perform the duties and obligations of, a
Custodian for the Specified Documents relating to Receivables originated by
it.  Each initial Custodian acknowledges
that the Agent and each Purchaser have relied on the initial Custodians’
agreement to act as Custodians (and the agreement of any of the sub-custodians
to so act) in making the decision to execute and deliver this Agreement and
agrees that it will not voluntarily resign as Custodian.  At any time after the occurrence of a
Servicer Replacement Event, the Agent may designate a new Custodian to succeed
any initial Custodian (or any successor Custodian).  The Agent may at any time after the
occurrence of a Servicer Replacement Event remove or replace any sub-custodian.  If replaced, each Custodian agrees it will
turn over possession of the Specified Documents in its possession to the
successor Custodian.


(a)           Not less than two Business Days prior
to any proposed Purchase Date (or, in the case of the initial Purchase Date, on
the initial Purchase Date), the Seller or its designee shall deliver or cause
to be delivered (i) to the related Custodian, the Specified Documents with
respect to each Receivable proposed to be added to the Net Receivables Balance
hereunder, together with the related Document Schedule, and (ii) to the Agent,
the Document Schedule (or 



 12
 






 



other report specifying such information regarding
Receivables being added to the Net Receivables Balance as the Agent
requires).  Unless the Agent shall agree
otherwise in writing, delivery to the related Custodian of the Specified
Documents and the Documents Schedule shall be conditions precedent to any
Purchase on such Purchase Date.  If the
Agent so agrees, the Seller shall cause any missing Specified Documents to be
delivered to the related Custodian within the time reasonably required by the
Agent (which time shall not exceed 10 days), and failure to do so shall cause
the related Receivable to cease being an Eligible Receivable.  The Seller and the Servicer shall mark their
files relating to the Receivables to note the interest of the Agent and the
Purchasers therein.


(b)           Each Custodian shall maintain custody
of the Specified Documents in trust for the benefit of the Agent and the
Purchasers in a secure fire resistant facility in accordance with its customary
standards for maintaining custody of the comparable documents, separate from
other documents of the Originators and marked to note the interest of the Agent
and the Purchasers hereunder.  Each
Custodian will permit, upon reasonable notice, at any time during reasonable
business hours, the Agent or any Purchaser (or any representative thereof) to
visit the offices and properties of such Custodian for the purpose of examining
such arrangements and to discuss matters relating thereto with any of such Custodian’s
officers, directors or employees having knowledge of such matters.


Section 2.2.           Servicing Releases.  (d)  From time to time upon request of
a Servicer for release or delivery of any Specified Document, which request to
a Custodian (if the Custodian is not the same entity as such Servicer) shall be
substantially in the form of Exhibit B hereto, such Custodian shall
release and make delivery of such Specified Documents within its possession as
so instructed.  By a delivery of any such
request, such Servicer shall be deemed to have certified that the release or
delivery of such Specified Document is consistent with the requirements of this
Agreement and the other Transaction Documents. 
Shipment of the Specified Documents may be made by courier, delivery or
personal delivery (confirmation receipt requested) or such other means as shall
be directed by such Servicer.  All
Specified Documents so released or delivered shall be held by such Servicer, or
under its control, in trust for the benefit of the Agent and the
Purchasers.  Such Servicer shall return
such documents to such Custodian when such Servicer’s servicing need no longer
exists,  unless such release is in
connection with the liquidation of the related Receivable or payment in full of
the related Receivable in accordance with its terms.


(a)           In no event shall any Custodian have
any liability for risks associated with the shipment or delivery of any
Specified Documents, absent such Custodian’s gross negligence or willful
misconduct.


(b)           At the request of the Servicer, a
Custodian shall provide to the Servicer copies of Specified Documents held by
such Custodian.


Section 2.3.           Cooperation.  (e)  Each Servicer will cooperate with the
Custodians, and provide such information as any Custodian shall reasonably
request from time to time, in connection with such Custodian’s custody of the
Specified Documents.



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(a)           Nothing contained in this Article II
shall impair or diminish any obligation of the Seller or any Servicer with
respect to the servicing or collection of the Receivables.  The Agent will have no liability in
connection with its maintenance of custody of any Specified Documents absent
its own willful misconduct or gross negligence. 
Without limiting the foregoing the Agent shall have no obligation to
request receipt of any documents the existence of which has not been made
known.


ARTICLE III



ADMINISTRATION AND COLLECTIONS


Section 3.1.           Appointment of Servicer.
 (f) 
The servicing, administering and collecting of the Receivables shall be
conducted by a Person or Persons (whether designated as a “Master Servicer” or “Subservicer,”
each a “Servicer”) designated to so act on
behalf of the Purchasers under this Article III.  As the initial Master Servicer, SIRVA Relo is hereby designated as, and agrees to perform the duties
and obligations of, the Servicer.  The
Master Servicer acknowledges that the Agent and each Purchaser have relied on
the Master Servicer’s agreement to act as Servicer (and the agreement of each
Subservicer and any of the other sub-servicers to so act) in making the
decision to execute and deliver this Agreement and agrees that it will not
voluntarily resign as Servicer.  At any
time after the occurrence of a Servicer Replacement Event, the Agent may
designate a new Servicer to succeed the Master Servicer, any Subservicer or any
successor Servicer.


(a)           The Master Servicer may, and if
requested by the Agent shall, delegate its duties and obligations as Servicer
to any Affiliate (acting as a sub-Servicer). 
The Master Servicer hereby delegates to Executive Relo, as an initial
Subservicer, its duties and obligations as Servicer with respect to Receivables
originated by Executive Relo.  The Master
Servicer hereby delegates to SIRVA Global, as an initial Subservicer, its
duties and obligations as Servicer with respect to Receivables originated by
SIRVA Global.  Notwithstanding such
delegation, the Master Servicer shall remain primarily liable for the
performance of the duties and obligations so delegated, and the Agent and each
Purchaser shall have the right to look solely to the Master Servicer for such
performance.  The Agent may at any time
after the occurrence of a Servicer Replacement Event remove or replace any
sub-Servicer, including any Subservicer.


(b)           If replaced, each Servicer agrees it will
terminate, and will cause each existing sub-Servicer to terminate, its
collection activities in a manner requested by the Agent to facilitate the
transition to a new Servicer.  Each
Servicer shall cooperate with and assist any new Servicer in assuming the
obligation to service the Receivables, including all reasonable efforts to
provide the Servicer with access to all software programs necessary or
desirable to collect the Receivables. 
For a ninety day period after the appointment of a new Servicer, at its
own expense, each Servicer irrevocably agrees to act (if requested to do so) as
the data-processing agent for any new Servicer in substantially the same manner
as such Servicer conducted such data-processing functions while it acted as the
Servicer.


Section 3.2.           Duties of Servicer.
 (g)  Each Servicer shall take, or cause to be
taken, all action necessary or advisable to collect each Receivable in
accordance with this Agreement, the applicable Credit and Collection Policy and
all applicable laws, rules and regulations using the 



 14
 






 



skill and attention such Servicer exercises in
collecting other receivables or obligations owed solely to it.  Subject to Section 1.8(a), the Servicers will
give written directions to each Included Employer and each Origination Home
Closing Agent, no later than February 15, 2005 (or, if later, the date on
which such Person becomes obligated to remit any amounts in respect of the
Receivables), to remit all amounts due in respect of the Receivables to the
Collection Account; provided that
if the Seller or a Servicer shall receive any Collections, it shall remit such
Collections to the Collection Account within three Business Days of such
receipt.  Each party hereto hereby
appoints the Servicer to enforce such Person’s rights and interests in the
Receivables.  The Servicer shall be
entitled to commence or settle any legal action to enforce the collection of
any Receivable; provided that, except with
respect to Reserved Collection Matters, the Agent shall have the right to
approve any such settlement unless the related Originator shall have elected to
treat such settlement as an event giving rise to a Deemed Collection under
Section 3.2 of the Purchase Agreement and shall have made all payments
required with respect thereto under such Section, and the Seller shall have
made any payment required to be made in respect of such Deemed Collection under
Section 1.4.  If at any time, the
Agent notifies a Servicer that the Agent believes litigation would be an
appropriate means to collect any Receivable (other than in respect of Reserved
Collection Matters), and such Servicer declines to initiate such litigation
after good faith discussion with the Agent, the Agent shall be entitled to
notify the Obligor on such Receivable of the assignment of an interest therein
to the Agent and/or to initiate litigation with respect thereto in the name of
the Purchasers or in the name of the related Originator or the Seller unless
the related Originator shall have elected to treat such Receivable as the subject
of a dispute giving rise to Deemed Collections under Section 3.2 of its
Purchase Agreement and shall have made all payments required with respect
thereto under such Section, and the Seller shall have made any payment required
to be made in respect of such Deemed Collection under Section 1.4.


(a)           If no Potential Termination Event
exists and a Servicer determines that such action is appropriate in order to
maximize the Collections, such Servicer may, in accordance with the applicable
Credit and Collection Policy, extend the maturity of any Receivable or adjust
the outstanding balance of any Receivable; provided that
(i) no such extension shall be for a period more than sixty (60) days (or,
in the case of an Equity Advance, 180 days), and (ii) such extension shall not
permit a Receivable to be an Eligible Receivable if it would otherwise cease to
be an Eligible Receivable.  Any such
extension or adjustment shall not alter the status of a Receivable as a
Defaulted Receivable or limit any rights of the Agent or the Purchasers
hereunder.  If a Potential Termination
Event exists, a Servicer may make such extensions or adjustments only with the
prior consent of the Agent.  No Servicer
shall make any modification or adjustment or waive any obligation of any
Obligor with respect to any Receivable without the prior consent of the Agent.


Section
3.3.           Reports.  On each Business Day, the Master Servicer
shall deliver to the Agent a report reflecting information as of the close of
business on the next preceding Business Day (each a “Daily Report”),
containing the information described on Exhibit C-1 (with such modifications or
additional information as requested by the Agent).  On or before each Weekly Reporting Date, the
Master Servicer shall deliver to the Agent a report reflecting information as
of the close of business on the next preceding Business Day (each a “Weekly Report”), containing the information described on
Exhibit C-2 (with such modifications or additional information as requested by
the Agent).  On or before each Monthly
Reporting Date, and at such 



 15
 






 



other times (following reasonable written notice from
the Agent) covering such other periods as is requested by the Agent, the Master
Servicer shall deliver to the Agent a report reflecting information as of the close
of business of the Servicer for the immediately preceding calendar month or
such other preceding period as is requested (each a “Monthly
Report”), containing the information described on Exhibit C-3 (with
such modifications or additional information as reasonably requested by the
Agent).  On or before the last day of
each calendar quarter, the Master Servicer shall deliver to the Agent a report
detailing all Receivables by type and Obligor, including current notice
information for each Obligor.


Section 3.4.           Enforcement Rights.  (h)  At any time after the occurrence of
a Servicer Replacement Event, the Agent may (and, at the direction of the
Required Purchasers, shall, or, if a Class B Enforcement Trigger exists, at the
direction of the Required Class B Purchasers, shall) direct any Obligors and
the Lock-Box Banks to make all payments on the Receivables directly to the
Agent or its designee.  The Agent may,
and the Seller shall, at the Agent’s request, withhold the identity of the
Purchasers from the Obligors and the Lock-Box Banks.  Upon the Agent’s request following a Servicer
Replacement Event, the Seller (at the Seller’s expense) shall (i) give
notice to each Obligor of the Agent’s ownership of the Sold Interests and
direct that payments on Receivables be made directly to the Agent or its
designee, (ii) assemble for the Agent all Records and collateral security
for the Receivables and to transfer (or cause to be transferred) to the Agent
(or its designee) licenses for the use of, all software useful to collect the
Receivables and (iii) segregate in a manner acceptable to the Agent all
Collections the Seller receives and, within one Business Day of receipt, remit
such Collections in the form received, duly endorsed or with duly executed
instruments of transfer, to the Collection Account.  The Seller and the Servicers hereby confirm
that all software currently used to collect or service Receivables was
developed and owned by them, and hereby grant to the Agent a license to use any
and all such software, which license is coupled with an interest and is
irrevocable.


(a)           Upon the occurrence of a Recording
Trigger Event, the Servicers shall complete and record or to cause to be
recorded (and the Seller and each Servicer hereby consent to the Servicers or
the Agent completing and recording or hereby causing to be recorded) in the
real estate records of the applicable jurisdictions (A) Relocating Employee
Contracts, Origination Home Deeds and/or Origination Home Purchase Contracts in
such manner and in the names of such transferees as the Agent may require and
(B) such other documents as the Agent may reasonably require, in form
reasonably satisfactory to the Agent, evidencing the conveyance of Relocating
Employee Contracts, Origination Home Deeds and/or Origination Home Purchase
Contracts.


(b)           Each Servicer shall segregate any
Collections received by it from other funds of the Seller and the Servicers
within three Business Days of receipt and hold such amounts for the Agent (for
the benefit of the Purchasers).  The Seller
hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an
interest, with full power of substitution and with full authority in the place
of the Seller, to take any and all steps deemed desirable by the Agent, in the
name and on behalf of the Seller to (i) collect any amounts due under any
Receivable, including endorsing the name of the Seller on checks and other
instruments representing Collections and enforcing such Receivables, and
(ii) exercise any and all of the Seller’s rights and remedies under the
Purchase Agreement.  The Agent’s powers
under this Section 3.4(c) shall not subject the Agent 



 16
 






 



to any liability if any action taken by it proves to
be inadequate or invalid, nor shall such powers confer any obligation
whatsoever upon the Agent.


(c)           The Agent is hereby authorized to
give notice at any time after the occurrence and during the continuance of a
Termination Event to any or all Lock-Box Banks that the Agent is exercising its
rights under the Lock-Box Agreements and to take all actions permitted under
the Lock-Box Agreements.  The Seller and
each Servicer agree to take any action requested by the Agent to facilitate the
foregoing.  After the Agent takes any
such action under the Lock-Box Agreements, the Seller and each Servicer shall
immediately deliver to the Agent any Collections received by the Seller or such
Servicer.  Should the Agent receive
written notice (together with satisfactory proof) that amounts it has
previously received are not Collections, if such amounts have not theretofore
been applied as Collections pursuant to Article I, the Agent shall remit such
amounts to the applicable Servicer promptly after receiving such notice and
proof.  Unless and until the Agent
receives such notice and proof, the Agent may treat and apply amounts received
in the Collection Account as Collections. 
If the Agent receives such notice and proof after applying any such
amounts as Collections, such application of amounts shall not be reversed, provided that the Receivables Balance shall be increased, as
applicable, to reflect that such applied amounts were not Collections.


(d)           None of the Agent or any Purchaser
shall have any obligation to take or consent to any action to realize upon any
Receivable or to enforce any rights or remedies related thereto.


(e)           During the existence of a Termination
Event, in addition to the rights otherwise provided herein, in the other
Transaction Documents or by applicable law to the Agent and the Purchasers, the
Agent may exercise for the ratable benefit of the Purchasers all rights of a
secured party under the UCC (whether or not in effect in the jurisdiction where
such rights are exercised), including, without limitation, the right to sell
the Receivables (or any portion thereof), in one or more sales.  The Agent shall exercise any such rights for
the ratable benefit of the Purchasers upon the direction of the Required
Purchasers or, if a Class B Enforcement Trigger exists, upon the direction of
the Required Class B Purchasers.


Section
3.5.           Servicer Fee.  On each Monthly Settlement Date, the Seller
shall pay to the Master Servicer a fee (for the account of itself and the
Subservicer) for the immediately preceding calendar month as compensation for
its services (the “Servicer Fee”) equal to
(a) at all times the Seller or an Affiliate of any SIRVA Entity is the
Master Servicer, a rate equal to 0.60% per annum of the Receivables Balance as
of the first day of such preceding calendar month, and (b) at all times
any other Person is the Master Servicer, a reasonable amount agreed upon by the
Agent and the new Servicer on an arm’s-length basis reflecting rates and
terms prevailing in the market at such time. 
The Master Servicer may only collect the Servicer Fee to the extent
funds are available for the purpose under Section 1.8.  The Seller shall be obligated to reimburse
any such payment pursuant to Section 1.4 or 1.8.


Section
3.6.           Responsibilities of the
Seller.  The Seller
shall, or shall exercise its rights under the Purchase Agreement to cause the
Originators to, pay when due all Taxes payable in connection with the
Receivables or their creation or satisfaction. 
The Seller shall, and shall exercise its rights under the Purchase
Agreement to cause the Originators to, perform all of its obligations under
agreements related to the Receivables to the same extent as if interests in the




 17
 






 



Receivables had not been transferred hereunder or, in
the case of the Originators, under the Purchase Agreement.  The Agent’s or any Purchaser’s exercise of
any rights hereunder shall not relieve the Seller or any Originator from such
obligations.  None of the Agent or any
Purchaser shall have any obligation to perform any obligation of the Seller or
of any Originator or the other obligation or liability in connection with the
Receivables.


Section
3.7.           Actions by Seller.  The Seller shall defend and indemnify the
Agent and each Purchaser against all costs, expenses, claims and liabilities
for any action taken by the Seller, any Originator or any other Affiliate of
the Seller or of any Originator (whether acting as Servicer, sub-Servicer or
otherwise) related to any Receivable, or arising out of any alleged failure of
compliance of any Receivable with the provisions of any law or regulation.


Section
3.8.           Indemnities by Servicers.  Without limiting any other rights any such
Person may have hereunder or under applicable law, the Servicers, jointly and
severally, hereby indemnify and hold harmless the Agent and each Purchaser and
their respective officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages,
losses, claims, liabilities, penalties, Taxes, costs and expenses (including
attorneys’ fees and court costs) (all of the foregoing collectively, the “Indemnified Losses”) at any time imposed on or incurred by
any Indemnified Party arising out of or otherwise relating to:


(i)            any written representation or
warranty made by a Servicer (or any employee or agent of a Servicer) in this
Agreement, any other Transaction Document, any Monthly Report or any other
information or report delivered by a Servicer pursuant hereto, which shall have
been false or incorrect in any material respect when made;


(ii)           the failure by a Servicer to comply
with any applicable law, rule or regulation related to any Receivable, or the
nonconformity of any Receivable with any such applicable law, rule or
regulation;


(iii)          any loss of a perfected security
interest or ownership interest (or in the priority of such security interest or
ownership interest) as a result of a Servicer acting as Custodian or as a
result of any commingling by a Servicer of funds to which the Agent or any
Purchaser is entitled hereunder with any other funds; or


(iv)          any failure of a Servicer to perform
its duties or obligations in accordance with the provisions of this Agreement
or any other Transaction Document to which a Servicer is a party;


whether arising by reason of the acts to be performed
by a Servicer hereunder or otherwise, excluding only Indemnified Losses to the
extent (a) such Indemnified Losses resulted from the gross negligence or
willful misconduct of the Indemnified Party seeking indemnification, or
(b) such Indemnified Losses resulted due to Receivables being
uncollectible on account of the insolvency, bankruptcy or lack of creditworthiness
of the related Obligor, or (c) such Indemnified Losses include Taxes on,
or measured by, the overall net income of the Agent or any Purchaser
(determined on the assumption that the transactions contemplated hereby would
constitute debt for tax purposes); provided, however,
that nothing contained in this sentence shall



 18
 






 



limit the liability of the Servicers or limit the
recourse of the Agent and each Purchaser to the Servicers for any amounts
otherwise specifically provided to be paid by the Servicers hereunder.


ARTICLE IV



REPRESENTATIONS AND WARRANTIES


Section
4.1.           Seller Representations and
Warranties.  The Seller
represents and warrants to the Agent and each Purchaser as of the date hereof
and as of each Purchase Date that:


(a)           Corporate Existence and
Power.  The Seller is a
limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware and has all limited liability company
power and authority and all governmental licenses, authorizations, consents and
approvals required to carry on its business in each jurisdiction in which its
business is now conducted, except where failure to obtain such license,
authorization, consent or approval would not reasonably be expected to have a
Material Adverse Effect.


(b)           Corporate Authorization
and No Contravention.  The
execution, delivery and performance by the Seller of each Transaction Document
to which it is a party (i) are within its corporate powers, (ii) have
been duly authorized by all necessary limited liability company action,
(iii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its limited liability company
agreement or (C) (subject to the Permitted Exceptions) any agreement, order
or other instrument to which it is a party or its property is subject except
where such contravention or default would not reasonably be expected to have a
Material Adverse Effect and (iv) will not result in any Adverse Claim on
any Receivable or Collection or give cause for the acceleration of any
indebtedness of the Seller.


(c)           No Consent Required.  No approval, authorization or other action by,
or filings with, any Governmental Authority or (subject to the Permitted
Exceptions) other Person (other than the parties hereto) is required in
connection with the execution, delivery and performance by the Seller of any
Transaction Document or any transaction contemplated thereby.


(d)           Binding Effect.  Each Transaction Document to which the Seller
is a party constitutes the legal, valid and binding obligation of the Seller
enforceable against the Seller in accordance with its terms, except as limited
by bankruptcy, insolvency, or other similar laws of general application
relating to or affecting the enforcement of creditors’ rights generally and
subject to general principles of equity (regardless of whether enforcement is
sought in a proceeding in equity or at law).


(e)           Perfection of Ownership
Interest.  The Seller owns the
Receivables free of any Adverse Claim other than the interests of the
Purchasers (through the Agent) therein that are created hereby, and each
Purchaser shall at all times have a valid undivided ownership interest, which
shall be a first priority perfected security interest for purposes 



 19
 






 



of Article 9 of the applicable Uniform Commercial
Code, in the Receivables and Collections, subject to the Permitted Exceptions.


(f)            Accuracy of Information.  All information furnished by or on behalf of
the Seller to the Agent or any Purchaser in connection with any Transaction Document,
or any transaction contemplated thereby, was true and accurate in all material
respects when so furnished (and is not incomplete by omitting any information
necessary to prevent such information from being materially misleading in light
of the circumstances in which such information was furnished).


(g)           No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or affecting the Seller, or any of its respective
properties, that would reasonably be expected to have a Material Adverse
Effect.  The Seller is not in default of
any contractual obligation or in violation of any order, rule or regulation of
any Governmental Authority, which default or violation would reasonably be
expected to have a Material Adverse Effect.


(h)           Accuracy of Exhibits;
Accounts.  All information on
Exhibits D-E (listing offices and names of the Seller and the
Originators and where they maintain Records; and the Collection Account, the Lock-Box
Accounts and the Investment Account), is true and complete, subject to any
changes permitted by, and notified to the Agent in accordance with,
Article V.  The Seller has not
granted any interest in the Collection Account or the Lock-Box Accounts to any
Person other than the Agent and, the Agent has exclusive control of the
Collection Account, the Investment Account and, subject to Sections 1.8(a)
and 5.2(h), the Lock-Box Accounts.


(i)            Credit and Collection
Policy.  Each Receivable has
been originated in material compliance with the Credit and Collection Policy.


(j)            Sales by the Originator.  Each sale by an Originator to the Seller of
an interest in Receivables and their Collections has been made in accordance
with the terms of the Purchase Agreement, including the payment by the Seller
to such Originator of the purchase price described in the Purchase
Agreement.  Each such sale has been made
for “reasonably equivalent value” (as such
term is used in Section 548 of the Bankruptcy Code) and not for or on
account of “antecedent debt” (as such term is used
in Section 547 of the Bankruptcy Code) owed by such Originator to the
Seller.


Section
4.2.           Master Servicer
Representations and Warranties.  The Master Servicer represents and warrants
to the Agent and each Purchaser as of the date hereof and as of each Purchase
Date that:


(a)           Company Existence and
Power.  The Master Servicer is
a limited liability company duly organized, validly existing and in good
standing under the laws of the State of Delaware and has all limited liability
company power and authority and all governmental licenses, authorizations,
consents and approvals required to carry on its business in each jurisdiction
in which its business is now conducted, except where failure 



 20
 






 



to obtain such license, authorization, consent or
approval would not reasonably be expected to have a  Material Adverse Effect.


(b)           Company Authorization and
No Contravention.  The
execution, delivery and performance by the Master Servicer of each Transaction
Document to which it is a party (i) are within its limited liability
company powers, (ii) have been duly authorized by all necessary company
action, (iii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its constitutional documents or
(C) any agreement, order or other instrument to which it is a party or its
property is subject except where such contravention or default would not
reasonably be expected to have a Material Adverse Effect and (iv) will not
result in any Adverse Claim on any Receivable or Collection or give cause for
the acceleration of any indebtedness of the Master Servicer.


(c)           No Consent Required.  No approval, authorization or other action by,
or filings with, any Governmental Authority or other Person (other than the
parties hereto) is required in connection with the execution, delivery and
performance by the Master Servicer of any Transaction Document or any
transaction contemplated thereby.


(d)           Binding Effect.  Each Transaction Document to which the Master
Servicer is a party constitutes the legal, valid and binding obligation of the
Master Servicer enforceable against the Master Servicer in accordance with its
terms, except as limited by bankruptcy, insolvency, or other similar laws of
general application relating to or affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


(e)           Accuracy of Information.  All information furnished by or on behalf of
the Master Servicer to the Agent or any Purchaser in connection with any
Transaction Document, or any transaction contemplated thereby, was true and
accurate in all material respects when so furnished (and is not incomplete by
omitting any information necessary to prevent such information from being
materially misleading in light of the circumstances in which such information
was furnished).


(f)            No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or affecting the Master Servicer, or any of its respective
properties, that would reasonably be expected to have a Material Adverse
Effect.  The Master Servicer is not in
default of any contractual obligation or in violation of any order, rule or
regulation of any Governmental Authority, which default or violation would
reasonably be expected to have a Material Adverse Effect.


(g)           Credit and Collection
Policy.  The Master Servicer
has administered each Receivable in accordance in all material respects with
the Credit and Collection Policy.


Section
4.3.           Subservicer Representations
and Warranties.  Each
Subservicer represents and warrants to the Agent and each Purchaser as of the
date hereof and as of each Purchase Date that:



 21














 


(a)           Company Existence and
Power.  The Subservicer is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Michigan (in the case of Executive Relo) or Delaware (in
the case of SIRVA Global) and has all corporate power and authority and all
governmental licenses, authorizations, consents and approvals required to carry
on its business in each jurisdiction in which its business is now conducted,
except where failure to obtain such license, authorization, consent or approval
would not reasonably be expected to have a Material Adverse Effect.


(b)           Company Authorization and
No Contravention.  The
execution, delivery and performance by the Subservicer of each Transaction
Document to which it is a party (i) are within its corporate powers,
(ii) have been duly authorized by all necessary company action,
(iii) do not contravene or constitute a default under (A) any
applicable law, rule or regulation, (B) its constitutional documents or
(C) any agreement, order or other instrument to which it is a party or its
property is subject except where such contravention or default would not
reasonably be expected to have a Material Adverse Effect and (iv) will not
result in any Adverse Claim on any Receivable or Collection or give cause for
the acceleration of any indebtedness of the Subservicer.


(c)           No Consent Required.  No approval, authorization or other action by,
or filings with, any Governmental Authority or other Person (other than the
parties hereto) is required in connection with the execution, delivery and
performance by the Subservicer of any Transaction Document or any transaction
contemplated thereby.


(d)           Binding Effect.  Each Transaction Document to which the
Subservicer is a party constitutes the legal, valid and binding obligation of
the Subservicer enforceable against the Subservicer in accordance with its
terms, except as limited by bankruptcy, insolvency, or other similar laws of
general application relating to or affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).


(e)           Accuracy of Information.  All information furnished by or on behalf of
the Subservicer to the Agent or any Purchaser in connection with any
Transaction Document, or any transaction contemplated thereby, was true and
accurate in all material respects when so furnished (and is not incomplete by
omitting any information necessary to prevent such information from being
materially misleading in light of the circumstances in which such information
was furnished).


(f)            No Actions, Suits.  There are no actions, suits or other
proceedings (including matters relating to environmental liability) pending or
threatened against or affecting the Subservicer, or any of its respective
properties, that would reasonably be expected to have a Material Adverse
Effect.  The Subservicer is not in
default of any contractual obligation or in violation of any order, rule or
regulation of any Governmental Authority, which default or violation would
reasonably be expected to have a Material Adverse Effect.


(g)           Credit and Collection
Policy.  The Subservicer has
administered each Receivable in accordance in all material respects with the
Credit and Collection Policy.



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Section
4.4.           Specified Adjustments.  Except as has been disclosed by the Servicers
to the Purchasers in the supplement to the Fee Letter delivered in connection
with the First Amendment dated as of March 31, 2005 to the Original Receivables
Sale Agreement, the adjustments described in the definition of “Specified Adjustment” do not result from (and are not
alleged by any Governmental Authority or Responsible Person to have resulted
from) fraud, misconduct or similar circumstances; and the matters disclosed in
the Press Releases and related matters will not have a Material Adverse Effect.


ARTICLE V



COVENANTS


Section
5.1.           Covenants of the Seller.  The Seller hereby covenants and agrees to
comply with the following covenants and agreements, unless the Agent, the
Required Class A Purchasers and the Required Class B Purchasers shall otherwise
consent:


(a)           Financial Reporting.  The Seller will maintain a system of
accounting established and administered in accordance with GAAP and will
furnish to the Agent:


(i)            Annual and Quarterly
Financial Statements.  Except
as otherwise provided in Schedule IV,


(A)          as soon as available, but in any event
not later than the fifth Business Day after the 90th day following the end of each fiscal year of
SIRVA, Inc. ending on or after December 31, 2004, a copy of the audited
consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as
at the end of such year and the related audited consolidated statements of
income and of cash flows for such year, setting forth in each case in
comparative form the figures for and as of the end of the previous year,
reported on without a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit, by PricewaterhouseCoopers
LLP or other independent certified public accountants of nationally recognized
standing reasonably satisfactory to the Agent (it being agreed that the
furnishing of SIRVA, Inc.’s Annual Report on Form 10-K for such
year, as filed with the Securities and Exchange Commission, will satisfy the
Seller’s obligation under this Section 5.1(a)(i) with respect to such year);


(B)           as soon as available, but in any
event not later than the fifth Business Day after the 45th day following the end
of each of the first three quarterly periods of each fiscal year of SIRVA,
Inc., the unaudited consolidated balance sheet of SIRVA, Inc. and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and of cash flows of SIRVA, Inc.
and its consolidated Subsidiaries for such quarter and the portion of the
fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the corresponding period of the previous
fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as
being fairly stated in all material respects (subject to normal year end audit
and other 



 23
 






 



adjustments) (it being
agreed that the furnishing of SIRVA, Inc.’s Quarterly Report on Form 10-Q for
such quarter, as filed with the Securities and Exchange Commission, will
satisfy the Seller’s obligations under this Section 5.1(a)(ii) with respect to
such quarter);


(C)           as soon as available, but in any
event not later than the fifth Business Day after the 90th day following the end
of each fiscal year of the Parent ending on or after December 31, 2004 a copy
of the audited consolidated balance sheet of the Parent and its consolidated
Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for and as of the end of the previous
year, reported on without a “going concern” or like qualification or exception,
or qualification arising out of the scope of the audit, by
PricewaterhouseCoopers LLP or other independent certified public accountants of
nationally recognized standing reasonably satisfactory to the Agent; and


(D)          as soon as available, but in any event
not later than the fifth Business Day after the 45th day following the end of each of the first
three quarterly periods of each fiscal year of the Parent, the unaudited
consolidated balance sheet of the Parent and its consolidated Subsidiaries as
at the end of such quarter and the related unaudited consolidated statements of
income and of cash flows of the Parent and its consolidated Subsidiaries for
such quarter and the portion of the fiscal year through the end of such
quarter, setting forth in each case in comparative form the figures for the
corresponding period of the previous fiscal year, certified by a Designated
Financial Officer of the Parent as being fairly stated in all material respects
(subject to normal year end audit and other adjustments);


all such financial statements delivered pursuant to
Section 5.1(a)(i) to be (and, in the case of financial statements delivered
pursuant to Section 5.1(a)(i)(D) shall be certified by a Designated Financial
Officer of the applicable SIRVA Entity as being) complete and correct in all
material respects in conformity with GAAP and to be (and, in the case of
financial statements delivered pursuant to Section 5.1(a)(i)(D) shall be
certified by a Designated Financial Officer of the applicable SIRVA Entity as
being) prepared in reasonable detail in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
that began on or after the date (except as approved by such accountants or
officer, as the case may be, and disclosed therein, and except, in the case of the
financial statements delivered pursuant to Section 5.1(a)(i)(B) and (D), for
the absence of certain notes).


(ii)           Officer’s Certificate.  Each time financial statements are furnished
pursuant to subclause (C) or (D) of Section 5.1(a)(i), a compliance certificate
(in substantially the form of Exhibit F) signed by a Designated Financial
Officer, dated the date of such financial statements, and containing a
computation of each of the financial ratios and restrictions contained herein;



 24
 






 



(iii)          Public Reports.  Within 5 Business Days after the same are
filed, a copy of each report or proxy statement filed by SIRVA, Inc. with the
Securities Exchange Commission or any securities exchange;


(iv)          Budgets.  By March 31 of each year, a copy
of a Budget for the Originators with respect to such year prepared on a
consolidating basis for the businesses owned by SIRVA Relo, Executive Relo and
SIRVA Global, and including the Seller (but excluding SIRVA Mortgage),
certified by an officer or officers of the Originators as being prepared using
the same methods as the budget prepared by the Parent for purposes of the SIRVA
Credit Agreement for such years and for 2004; and


(v)           Other Information.  With reasonable promptness, such other
information relating to the SIRVA Entities, the Receivables and the Obligors as
may be reasonably requested by the Agent.


(b)           Notices.  Immediately upon becoming aware of any of the
following the Seller will notify the Agent and provide a description of:


(i)            Potential Termination
Events.  The occurrence of any
Potential Termination Event;


(ii)           Representations and
Warranties.  The failure of
any representation or warranty herein to be true (when made) in any material
respect;


(iii)          Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding in which the amount involved
(not covered by insurance) is $5,000,000 or more or in which injunctive or
similar relief is sought that would reasonably be expected to have a Material
Adverse Effect;


(iv)          Judgments.  The entry of any judgment or decree against
any SIRVA Entity if the aggregate amount (not covered by insurance) of all
judgments then outstanding against the SIRVA Entities exceeds $5,000,000; or


(v)           Changes in Business.  Any change in, or proposed change in, the
character of the Seller’s or any Originator’s business that could reasonably be
expected to impair the collectibility or quality of any Receivable.


(c)           Conduct of Business.  The Seller will perform, and will
cause each Subsidiary to perform, all actions necessary to remain duly
incorporated, validly existing and in good standing in its jurisdiction of
organization and to maintain all requisite authority to conduct its business in
each jurisdiction in which it conducts business except where failure to do so
would not reasonably be expected to have a Material Adverse Effect.


(d)           Compliance with Laws.  The Seller will (i) comply, and
will cause each Subsidiary to comply, with all laws, regulations, judgments and
other directions or orders imposed by any Governmental Authority to which such
Person or any Receivable or Collections may be subject except where failure to
do so would not reasonably be expected to have a Material Adverse Effect, (ii)
without limiting clause (i) above, ensure, and will cause each 



 25
 






 



Subsidiary to ensure, that no person who owns a
controlling interest in or otherwise controls the Seller or such Subsidiary is
or shall be (A) listed on the Specially Designated Nationals and Blocked Person
List maintained by the Office of Foreign Assets Control (“OFAC”),
Department of the Treasury, and/or any other similar lists maintained by OFAC
pursuant to any authorizing statute, Executive Order or regulation or (B) a
person designated under Section 1(b), (c) or (d) of Executive Order No. 13224
(September 23, 2001), any related enabling legislation or any other similar
Executive Orders, and (iii) without limiting clause (i) above, comply, and will
cause each Subsidiary to comply, with all applicable Bank Secrecy Act and
anti-money laundering laws and regulations.


(e)           Furnishing Information and
Inspection of Records.  The
Seller will furnish to the Agent and the Purchasers such Records concerning the
Receivables as the Agent or a Purchaser may reasonably request.  The Seller will permit, upon reasonable
notice, at any time during regular business hours, the Agent or any Purchaser
(or any representatives thereof) (i) to examine and make copies of all
Records, (ii) to visit the offices and properties of the Seller for the
purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Seller’s officers, directors, employees or independent
public accountants having knowledge of such matters.  The Agent may at any time (at the expense of
the Seller) have an independent public accounting firm conduct an audit of the
Records or make test verifications of the Receivables and Collections, provided that (i) the first set of audit and test
verifications shall be done during the three months following the date hereof,
and (ii) thereafter, so long as no Termination Event exists, the Agent shall
not have more than two sets of audit and test verifications done in any
calendar year.


(f)            Keeping Records.  (i)  The Seller will have and
maintain (A) administrative and operating procedures (including an ability
to recreate Records necessary to service outstanding Receivables and prepare
reports required by the Transaction Documents if originals are destroyed),
(B) adequate facilities, personnel and equipment and (C) all Records
and other information reasonably necessary or advisable for collecting the
Receivables (including Records adequate to permit the immediate identification
of each Obligor, each new Receivable and all Collections of, and adjustments
to, each existing Receivable).


(i)            The Seller will, at all times from
and after the date hereof, clearly and conspicuously mark (x) its files
containing the Relocation Services Agreements and the Relocating Employee
Contracts and (y) its computer and master data processing books and records, in
each case with a legend describing the Agent’s and the Purchasers’ interests
therein.


(g)           Perfection.  (ii)
Subject to the Permitted Exceptions, the Seller will, at its expense, promptly
execute and deliver all instruments and documents and take all action necessary
or reasonably requested by the Agent (including the execution and filing of
financing or continuation statements, amendments thereto or assignments
thereof) to enable the Agent to exercise and enforce all its rights hereunder
and to vest and maintain vested in the Agent a valid, first priority perfected
security interest in the Receivables, the Collections, and proceeds thereof
free and clear of any Adverse Claim (and a perfected ownership interest in the
Receivables and Collections to the extent of the Sold Interests).  The Seller hereby authorizes the Agent to
file any financing statements, continuation statements, amendments thereto and
assignments thereof 



 26
 






 



with respect to any and all interests granted to the
Agent or the Purchasers hereunder.  Such
financing statements may describe the collateral covered thereby as “all of the
debtor’s personal property or assets” or words to that effect, notwithstanding
that such wording may be broader in scope than the Receivables and Collections
subject to the Transaction Documents.


(i)            The Seller will, and will cause each
Originator to, only change its name, identity, jurisdiction of organization or
corporate structure or relocate its chief executive office or the Records
following thirty (30) days advance notice to the Agent and the delivery to
the Agent of all financing statements, instruments and other documents
(including direction letters and opinions) reasonably requested by the Agent.


(ii)           The Seller and each Originator will
at all times maintain its jurisdiction of organization within a jurisdiction in
the USA (other than in the states of Florida, Maryland and Tennessee) in which
Article 9 of the UCC is in effect. 
If the Seller or any Originator moves its jurisdiction of organization
to a location that imposes Taxes, fees or other charges to perfect the Agent’s
and the Purchasers’ interests hereunder or the Seller’s interests under the
Purchase Agreement, the Seller will pay all such amounts and any other costs
and expenses incurred in order to maintain the enforceability of the
Transaction Documents, the Sold Interests and the interests of the Agent and
the Purchasers in the Receivables and Collections.


(h)           Performance of
Duties.  The Seller will
perform its duties or obligations in accordance with the provisions of each of
the Transaction Documents.  The Seller
(at its expense) will (i) fully and timely perform in all material
respects all agreements required to be observed by it in connection with each
Receivable, (ii) comply in all material respects with the Credit and
Collection Policy, and (iii) refrain from any action that may impair the
rights of the Agent or the Purchasers in the Receivables or Collections.  The Seller will comply with the terms of its
Limited Liability Company Agreement.


(i)            Payments on Receivables,
Accounts.  Subject to Section
1.8(a), the Servicers will give written directions to each Included Employer
and each Origination Home Closing Agent, no later than February 15, 2005
(or, if later, the date on which such Person becomes obligated to remit any
amounts in respect of the Receivables), to remit all amounts due in respect of
the Receivables to the Collection Account; provided that
if the Seller or a Servicer shall receive any Collections, it shall remit such
Collections to the Collection Account within three Business Days of such
receipt.  The Seller will not make any
change in its payment instructions to any Obligor without prior notice to the
Agent.  If any such payments or other
Collections are received by the Seller, any Originator or an incorrect account,
it shall hold such payments in trust for the benefit of the Agent and the
Purchasers and promptly (but in any event within three Business Days after
receipt) remit such funds into the Collection Account.  The Seller will not permit the funds of any
Affiliate to be deposited into the Collection Account.  If such funds are nevertheless deposited into
the Collection Account, the Seller will promptly identify such funds for
segregation.  The Seller will not, and
will not permit any Servicer or other Person to, commingle Collections or other
funds to which the Agent or any Purchaser is entitled with any other
funds.  The Seller shall not close the
Collection Account, without the prior written consent of the Agent.



 27
 






 



(j)            Sales and Adverse Claims Relating
to Receivables.  Except as
otherwise provided herein, the Seller will not (by operation of law or
otherwise) dispose of or otherwise transfer, or create or suffer to exist any
Adverse Claim upon, any assets which may give rise to a Receivable or any
proceeds thereof.


(k)           Change in Business or
Credit and Collection Policy.  The
Seller will not make any material change in its business or the Credit and
Collection Policy without 30 days prior written notice to the Agent and, if
such proposed change would adversely affect the collectibility of the
Receivables or otherwise reasonably be expected to have a Material Adverse
Effect, the written consent of the Agent.


(l)            Modifications to
Transaction Documents.  The
Seller will not amend or modify or grant any consent or waiver under any
Transaction Document.


Section
5.2.           Covenants of the Master
Servicer.  The Master
Servicer hereby covenants and agrees to comply with the following covenants and
agreements, unless the Agent, the Required Class A Purchasers and the Required
Class B Purchasers shall otherwise consent:


(a)           Financial Reporting.  The Master Servicer will maintain a system of
accounting established and administered in accordance with GAAP and, except as
otherwise provided in Schedule IV, will furnish to the Agent:


(i)            Annual and Quarterly
Financial Statements.  The
annual and quarterly financial statements and officer’s certificates required
to be delivered under Section 5.1(a)(i) and (ii) within the time periods
required thereunder;


(ii)           Public Reports.  Within five Business Days after the same are
filed, a copy of each report or proxy statement filed by SIRVA, Inc. with the
Securities Exchange Commission or any securities exchange;


(iii)          Monthly Reports.  As soon as available, but in any
event not later than the Monthly Delivery Date following the end of each of the
monthly periods of each fiscal year of the SIRVA Relo, Executive Relo, SIRVA
Global and the Seller, the unaudited consolidated and consolidating balance
sheet of the U.S. businesses owned by SIRVA Relo, Executive Relo and SIRVA
Global, and including the Seller (but excluding SIRVA Mortgage) as at the end
of such month and the related unaudited consolidated and consolidating
statements of income of the U.S. businesses owned by SIRVA Relo, Executive Relo
and SIRVA Global, and including the Seller (but excluding SIRVA Mortgage) for
such month and the portion of the fiscal year through the end of such month,
setting forth in each case in comparative form the figures for the
corresponding period of the previous fiscal year, certified by a Designated
Financial Officer of the Master Servicer as being, to the best of his or her
knowledge, (A) fairly stated in all material respects, (B) complete
and correct in all material respects in conformity with GAAP, and
(C) prepared in reasonable detail in accordance with GAAP applied
consistently throughout the periods reflected therein and with prior periods
(subject to normal year end audit and other adjustments); and



 28
 






 



(iv)          Other Information.  With reasonable promptness, such other
information relating to the SIRVA Entities, the Receivables and the Obligors as
may be reasonably requested by the Agent.


(b)           Notices.  Immediately upon becoming aware of any of the
following the Master Servicer will notify the Agent and provide a description
of:


(i)            Potential Termination
Events, Trigger Events.  The
occurrence of any Potential Termination Event or Trigger Event;


(ii)           Representations and
Warranties.  The failure of
any representation or warranty herein to be true (when made) in any material
respect;


(iii)          Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding in which the amount involved
(not covered by insurance) is $5,000,000 or more or in which injunctive or
similar relief is sought that would reasonably be expected to have a Material
Adverse Effect;


(iv)          Judgments.  The entry of any judgment or decree against
any SIRVA Entity if the aggregate amount (not covered by insurance) of all
judgments then outstanding against the SIRVA Entities exceeds $5,000,000;


(v)           Changes in Business.  Any change in, or proposed change in, the
character of the Seller’s or any Originator’s business that could reasonably be
expected to impair the collectibility or quality of any Receivable;


(vi)          Allegations of Misconduct.  The allegation by a Governmental Authority or
Responsible Person that (other than as disclosed by the Servicers to the
Purchasers in the supplement to the Fee Letter delivered in connection with the
First Amendment dated as of March 31, 2005 to the Original Receivables Sale
Agreement) the adjustments described in the definition of Specified Adjustment
result from fraud, misconduct or similar circumstances; or


(vii)         Relocation Agreements.  The pending expiration or termination of any
Included Relocation Services Agreement, which notice shall be given at least
10, and not more than 20, Business Days prior to such expiration or
termination.


(c)           Conduct of Business.  The Master Servicer will perform,
and will cause each Subsidiary to perform, all actions necessary to remain duly
incorporated, validly existing and in good standing in its jurisdiction of
organization and to maintain all requisite authority to conduct its business in
each jurisdiction in which it conducts business except where failure to do so
would not reasonably be expected to have a Material Adverse Effect.


(d)           Compliance with Laws.  The Master Servicer will (i)
comply, and will cause each Subsidiary to comply, with all laws, regulations,
judgments and other directions or orders imposed by any Governmental Authority
to which such Person or any Receivable or Collections may be subject except
where failure to do so would not reasonably be expected to have a Material
Adverse Effect, (ii) without limiting clause (i) above, ensure, and will cause
each 



 29
 






 



Subsidiary to ensure, that no person who owns a
controlling interest in or otherwise controls the Seller or such Subsidiary is
or shall be (A) listed on the Specially Designated Nationals and Blocked Person
List maintained by the OFAC, Department of the Treasury, and/or any other
similar lists maintained by OFAC pursuant to any authorizing statute, Executive
Order or regulation or (B) a person designated under Section 1(b), (c) or (d)
of Executive Order No. 13224 (September 23, 2001), any related enabling
legislation or any other similar Executive Orders, and (iii) without limiting
clause (i) above, comply, and will cause each Subsidiary to comply, with all
applicable Bank Secrecy Act and anti-money laundering laws and regulations.


(e)           Furnishing Information and
Inspection of Records.  The
Master Servicer will furnish to the Agent and the Purchasers such Records
concerning the Receivables as the Agent or a Purchaser may reasonably
request.  The Master Servicer will
permit, upon reasonable notice, at any time during regular business hours, the
Agent or any Purchaser (or any representatives thereof) (i) to examine and
make copies of all Records, (ii) to visit the offices and properties of
the Master Servicer for the purpose of examining the Records and (iii) to
discuss matters relating hereto with any of the Master Servicer’s officers,
directors, employees or independent public accountants having knowledge of such
matters.  The Agent may at any time (at
the expense of the Master Servicer) have an independent public accounting firm
conduct an audit of the Records or make test verifications of the Receivables
and Collections, provided that (i) the first set
of audit and test verifications shall be done during the three months following
the date hereof, and (ii) thereafter, so long as no Termination Event exists,
the Agent shall not have more than two sets of audit and test verifications
done in any calendar year.


(f)            Keeping Records.  (iii)  The Master Servicer
will have and maintain (A) administrative and operating procedures
(including an ability to recreate Records necessary to service outstanding
Receivables and prepare reports required by the Transaction Documents if
originals are destroyed), (B) adequate facilities, personnel and equipment
and (C) all Records and other information reasonably necessary or
advisable for collecting the Receivables (including Records adequate to permit
the immediate identification of each Obligor, each new Receivable and all
Collections of, and adjustments to, each existing Receivable).


(i)            The Master Servicer will, at all
times from and after the date hereof, clearly and conspicuously mark its
computer and master data processing books and records with a legend describing
the Agent’s and the Purchasers’ interests therein.


(g)           Performance of
Duties.  The Master Servicer
will perform, and will cause each Subsidiary to perform, its respective duties
or obligations in accordance with the provisions of each of the Transaction
Documents.  The Master Servicer (at its
expense) will (i) fully and timely perform in all material respects all
agreements required to be observed by it in connection with each Receivable,
(ii) comply in all material respects with the Credit and Collection
Policy, and (iii) refrain from any action that may impair the rights of
the Agent or the Purchasers in the Receivables or Collections.


(h)           Payments on Receivables,
Accounts.  Subject to Section
1.8(a), the Master Servicer will at all times instruct all Origination Home
Closing Agents Obligors to deliver payments on the Receivables out of a sale of
an Origination Home directly to the Collection Account.  The Master Servicer will not make any change
in its payment instructions to any 



 30
 






 



Obligor without prior notice to the Agent.  If any such payments or other Collections are
received by the Master Servicer or an incorrect account, it shall hold such
payments in trust for the benefit of the Agent and the Purchasers and promptly
(but in any event within three Business Days after receipt) remit such funds
into the Collection Account.  The Master
Servicer will not permit the funds of any Affiliate to be deposited into the
Collection Account.  If such funds are
nevertheless deposited into the Collection Account, the Master Servicer will
promptly identify such funds for segregation. 
The Master Servicer will not, and will not permit the Seller or other
Person to, thereafter commingle Collections or other funds to which the Agent
or any Purchaser is entitled with any other funds.  The Master Servicer shall not close the
Collection Account without the prior written consent of the Agent.  No later than January 29, 2005, the Master
Servicer shall cause all Lock Boxes and Lock-Box Accounts to be subject to the
control of the Agent pursuant to Lock-Box Agreements.


(i)            Sales and Adverse Claims
Relating to Receivables.  Except
as otherwise provided herein, the Master Servicer will not (by operation of law
or otherwise) dispose of or otherwise transfer, or create or suffer to exist
any Adverse Claim upon, any assets which may give rise to a Receivable or any
proceeds thereof.


(j)            Change in Business or
Credit and Collection Policy.  The
Master Servicer will not make any material change in its business or the Credit
and Collection Policy without 30 days prior written notice to the Agent and, if
such proposed change would adversely affect the collectibility of the
Receivables or otherwise reasonably be expected to have a Material Adverse
Effect, the written consent of the Agent.


Section
5.3.           Covenants of the
Subservicers.  Each
Subservicer hereby covenants and agrees to comply with the following covenants
and agreements, unless the Agent, the Required Class A Purchasers and the
Required Class B Purchasers shall otherwise consent:


(a)           Financial Reporting.  The Subservicer will maintain a system of
accounting established and administered in accordance with GAAP and, except as
otherwise provided in Schedule IV, 
will furnish to the Agent:


(i)            Annual and Quarterly
Financial Statements.  The
annual and quarterly financial statements and officer’s certificates required
to be delivered under Section 5.1(a)(i) and (ii) within the time periods
required thereunder;


(ii)           Public Reports.  Within five Business Days after the same are
filed, a copy of each report or proxy statement filed by SIRVA, Inc. with the
Securities Exchange Commission or any securities exchange; and


(iii)           Other Information.  With reasonable promptness, such other
information relating to the SIRVA Entities, the Receivables and the Obligors as
may be reasonably requested by the Agent.


(b)           Notices.  Immediately upon becoming aware of any of the
following the Subservicer will notify the Agent and provide a description of:



 31
 






 



(i)            Potential Termination
Events, Trigger Events.  The
occurrence of any Potential Termination Event or Trigger Event;


(ii)           Representations and
Warranties.  The failure of
any representation or warranty herein to be true (when made) in any material
respect;


(iii)          Litigation.  The institution of any litigation,
arbitration proceeding or governmental proceeding in which the amount involved
(not covered by insurance) is $5,000,000 or more or in which injunctive or
similar relief is sought that would reasonably be expected to have a Material
Adverse Effect;


(iv)          Judgments.  The entry of any judgment or decree against
any SIRVA Entity if the aggregate amount (not covered by insurance) of all
judgments then outstanding against the SIRVA Entities exceeds $5,000,000;


(v)           Changes in Business.  Any change in, or proposed change in, the
character of the Seller’s or any Originator’s business that could reasonably be
expected to impair the collectibility or quality of any Receivable;


(vi)          Allegations of Misconduct.  The allegation by a Governmental Authority or
Responsible Person that (other than as disclosed by the Servicers to the
Purchasers in the supplement to the Fee Letter delivered in connection with the
First Amendment dated as of March 31, 2005 to the Original Receivables Sale
Agreement) the adjustments described in the definition of Specified Adjustment
result from fraud, misconduct or similar circumstances; or


(vii)         Relocation Agreements.  The pending expiration or termination of any
Included Relocation Services Agreement, which notice shall be given at least
10, and not more than 20, Business Days prior to such expiration or
termination.


(c)           Conduct of Business.  Each Subservicer will perform, and
will cause each Subsidiary to perform, all actions necessary to remain duly
incorporated, validly existing and in good standing in its jurisdiction of
organization and to maintain all requisite authority to conduct its business in
each jurisdiction in which it conducts business except where failure to do so
would not reasonably be expected to have a Material Adverse Effect.


(d)           Compliance with Laws.  Each Subservicer will (i) comply,
and will cause each Subsidiary to comply, with all laws, regulations, judgments
and other directions or orders imposed by any Governmental Authority to which
such Person or any Receivable or Collections may be subject except where failure
to do so would not reasonably be expected to have a Material Adverse Effect,
(ii) without limiting clause (i) above, ensure, and will cause each Subsidiary
to ensure, that no person who owns a controlling interest in or otherwise
controls the Seller or such Subsidiary is or shall be (A) listed on the
Specially Designated Nationals and Blocked Person List maintained by the OFAC,
Department of the Treasury, and/or any other similar lists maintained by OFAC
pursuant to any authorizing statute, Executive Order or regulation or (B) a
person designated under Section 1(b), (c) or (d) of Executive Order No. 13224
(September 23, 2001), any related enabling legislation or any other similar
Executive 



 32
 






 



Orders, and (iii) without limiting clause (i) above,
comply, and will cause each Subsidiary to comply, with all applicable Bank
Secrecy Act and anti-money laundering laws and regulations.


(e)           Furnishing Information and
Inspection of Records.  Each
Subservicer will furnish to the Agent and the Purchasers such Records concerning
the Receivables as the Agent or a Purchaser may reasonably request.  Each Subservicer will permit, upon reasonable
notice, at any time during regular business hours, the Agent or any Purchaser
(or any representatives thereof) (i) to examine and make copies of all
Records, (ii) to visit the offices and properties of the Subservicer for
the purpose of examining the Records and (iii) to discuss matters relating
hereto with any of the Subservicer’s officers, directors, employees or
independent public accountants having knowledge of such matters.  The Agent may at any time (at the expense of
the Subservicer) have an independent public accounting firm conduct an audit of
the Records or make test verifications of the Receivables and Collections, provided that (i) the first set of audit and verifications
shall be done during the three months following the date hereof and
(ii) thereafter so long as no Termination Event exists, the Agent shall
not have more than two sets of audit and test verifications done in any
calendar year.


(f)            Keeping Records.  (iv)  Each Subservicer will
have and maintain (A) administrative and operating procedures (including
an ability to recreate Records necessary to service outstanding Receivables and
prepare reports required by the Transaction Documents if originals are
destroyed), (B) adequate facilities, personnel and equipment and
(C) all Records and other information reasonably necessary or advisable
for collecting the Receivables (including Records adequate to permit the
immediate identification of each Obligor, each new Receivable and all
Collections of, and adjustments to, each existing Receivable).


(i)            Each Subservicer will, at all times
from and after the date hereof, clearly and conspicuously mark its computer and
master data processing books and records with a legend describing the Agent’s
and the Purchasers’ interests therein.


(g)           Performance of
Duties.  Each Subservicer will
perform, and will cause each Subsidiary to perform, its respective duties or
obligations in accordance with the provisions of each of the Transaction
Documents.  Each Subservicer (at its
expense) will (i) fully and timely perform in all material respects all
agreements required to be observed by it in connection with each Receivable
originated by itself as Originator , (ii) comply in all material respects
with the Credit and Collection Policy and (iii) refrain from any action
that may impair the rights of the Agent or the Purchasers in the Receivables or
Collections.


(h)           Payments on Receivables,
Accounts. Subject to Section 1.8(a), the Servicers will give written
directions to each Included Employer and each Origination Home Closing Agent,
no later than February 15, 2005 (or, if later, the date on which such
Person becomes obligated to remit any amounts in respect of the Receivables),
to remit all amounts due in respect of the Receivables to the Collection
Account; provided that if the Seller or a
Servicer shall receive any Collections, it shall remit such Collections to the
Collection Account within three Business Days of such receipt.  No Subservicer will make any change in its
payment instructions to any Obligor without prior notice to the Agent.  If any such payments or other Collections are
received by a Subservicer or an incorrect account, it shall hold such payments
in trust for the benefit of the Agent and the Purchasers and promptly (but in
any event within three Business Days after 



 33
 






 



receipt) remit such funds into the Collection
Account.  No Subservicer will permit the
funds of any Affiliate to be deposited into the Collection Account.  If such funds are nevertheless deposited into
the Collection Account, such Subservicer will promptly identify such funds for
segregation.  The Subservicers will not,
and will not permit the Seller or other Person to, thereafter commingle
Collections or other funds to which the Agent or any Purchaser is entitled with
any other funds.  The Subservicers shall
not close the Collection Account without the prior written consent of the Agent.


(i)            Sales and Adverse Claims
Relating to Receivables.  Except
as otherwise provided herein, no Subservicer will (by operation of law or
otherwise) dispose of or otherwise transfer, or create or suffer to exist any
Adverse Claim upon, any assets which may give rise to a Receivable or any proceeds
thereof.


(j)            Change in Business or
Credit and Collection Policy.  No
Subservicer will make any material change in its business or Credit and
Collection Policy without 30 days prior written notice to the Agent and, if
such proposed change would adversely affect the collectibility of the
Receivables or otherwise reasonably be expected to have a Material Adverse
Effect, the written consent of the Agent.


Section
5.4.           [Reserved].


Section
5.5.           [Reserved].


Section
5.6.           Deeds.  The Seller shall cause to be taken the
actions required to be taken under Section 5.3 of the Purchase Agreement with
respect to deeds to the residences of Relocating Employees.  The Seller shall cause all title companies
holding deeds to the residences of Relocating Employees on behalf of the Seller
(other than in connection with releases of deeds pursuant to Section 2.2) to be
Eligible Title Companies and to enter into and maintain Bailment Agreements in
favor of and satisfactory in form and substance to the Agent.


Section
5.7.           Delivery of
Information.  Upon
receipt of any notice or other information delivered to the Agent pursuant to
Section 5.1(a), 5.1(b), 5.2(a), 5.2(b) 5.3(a) or 5.3(b), and provided that such
notice or information is identified by the sender thereof as being delivered
under such Sections, the Agent shall promptly send copies thereof to the
Purchasers.


ARTICLE VI



INDEMNIFICATION


Section
6.1.           Indemnities by the Seller.  Without limiting any other rights any such
Person may have hereunder or under applicable law, the Seller hereby
indemnifies and holds harmless, on an after-Tax basis, the Agent and each
Purchaser and their respective officers, directors, agents and employees (each
an “Indemnified Party”) from and against
any and all damages, losses, claims, liabilities, penalties, Taxes, costs and
expenses (including attorneys’ fees and court costs) (all of the foregoing
collectively, the “Indemnified Losses”) at any time
imposed on or incurred by any Indemnified Party arising out of or otherwise
relating to any Transaction Document, the transactions contemplated thereby or
the acquisition of any portion of the Sold Interests, or any action taken or
omitted by any of the Indemnified Parties (including 



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any action taken by the Agent as attorney-in-fact for
the Seller pursuant to Section 3.4(c)), whether arising by reason of the
acts to be performed by the Seller hereunder or otherwise, excluding only
Indemnified Losses to the extent (a) such Indemnified Losses result from
gross negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) such Indemnified Losses result due to Receivables
being uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor or (c) such Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser (determined on the assumption that the transactions contemplated
hereby would constitute debt for tax purposes); provided,
however, that nothing contained in this sentence shall limit the liability
of the Seller or any Servicer or limit the recourse of the Agent and each
Purchaser to the Seller or any Servicer for any amounts otherwise specifically
provided to be paid by the Seller or the Servicer hereunder.  Without limiting the foregoing indemnification,
but subject to the limitations set forth in clauses (a), (b) or (c) of the
previous sentence, the Seller shall indemnify each Indemnified Party for
Indemnified Losses (including losses in respect of uncollectible Receivables,
regardless for these specific matters whether reimbursement therefor would
constitute recourse to the Seller, the Master Servicer or any Subservicer)
relating to or resulting from:


(i)            any representation or warranty made
by the Seller or any Servicer (or any employee or agent of the Seller or any
Servicer) under or in connection with this Agreement, any Monthly Report or any
other information or report delivered by the Seller or any Servicer pursuant
hereto, which shall have been false or incorrect in any material respect when
made or deemed made;


(ii)           the failure by the Seller or any
Servicer to comply with any applicable law, rule or regulation related to any
Receivable, or the nonconformity of any Receivable with any such applicable
law, rule or regulation;


(iii)          the failure of the Seller to vest and
maintain vested in the Agent, for the benefit of the Agents and the Purchasers,
a first priority perfected ownership or security interest in the Sold Interests
and the property conveyed pursuant to Section 1.1(d) and Section 1.7
and the Related Assets, free and clear of any Adverse Claim;


(iv)          any commingling of funds to which the
Agent or any Purchaser is entitled hereunder with any other funds;


(v)           any failure of any Origination Home
Closing Agent to comply with the terms of any Servicer’s instruction to send
Origination Home sale closing proceeds to the Collection Account;


(vi)          any dispute, claim, offset or defense
(other than discharge in bankruptcy of the Obligor) of the Obligor to the
payment of any Receivable, or any other claim resulting from the sale or lease
of goods or the rendering of services related to such Receivable or the
furnishing or failure to furnish any such goods or services or other similar
claim or defense not arising from the financial inability of any Obligor to pay
undisputed indebtedness;



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(vii)         any failure of the Seller or any
Servicer to perform its duties or obligations in accordance with the provisions
of this Agreement, any other Transaction Document or any Relocation Services
Agreement to which the Seller or any Servicer is a party (as Seller, Servicer
or otherwise);


(viii)        any tax or governmental fee or charge
(other than franchise taxes and taxes on or measured by the net income of any
Purchaser), all interest and penalties thereon or with respect thereto, and all
out-of-pocket costs and expenses, including the reasonable fees and expenses of
counsel in defending against the same, which may arise by reason of the
purchase or ownership of the Receivables; or


(ix)           any environmental liability claim,
products liability claim or personal injury or property damage suit or other
similar or related claim or action of whatever sort, arising out of or in
connection with any Receivable or any other suit, claim or action of whatever
sort relating to any of the Transaction Documents (including without limitation
with respect to investigation, laboratory and consultants’ fees).


Section
6.2.           Increased Cost and Reduced
Return.  By way of
clarification, and not of limitation, of Section 6.1, after the date
hereof if the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or
not having the force of law) of any such Governmental Authority (a “Regulatory Change”) (a) subjects any Funding Party to
any charge or withholding on or in connection with this Agreement or any other
Transaction Document or any Receivable, (b) changes the basis of taxation
of payments to any of the Funding Parties of any amounts payable under any of
the Transaction Documents (except for changes in the rate of Tax on the overall
net income of such Funding Party), (c) imposes, modifies or deems
applicable any reserve, assessment, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the account of, or
any credit extended by, any of the Funding Parties, (d) has the effect of
reducing the rate of return on such Funding Party’s capital to a level below
that which such Funding Party could have achieved but for such adoption, change
or compliance (taking into consideration such Funding Party’s policies
concerning capital adequacy) or (e) imposes any other condition, and the
result of any of the foregoing is (x) to impose a cost on, or increase the
cost to, any Funding Party of its commitment under any Transaction Document or
of purchasing, maintaining or funding any interest acquired under any
Transaction Document, (y) to reduce the amount of any sum received or
receivable by, or to reduce the rate of return of, any Funding Party under any
Transaction Document or (z) to require any payment calculated by reference
to the amount of interests held or amounts received by it hereunder, then, upon
demand by the Agent, the Seller shall pay to the Agent (with respect to amounts
owed to it or any Purchaser) for the account of the Person such additional
amounts as will compensate the Agent or such Purchaser for such increased cost
or reduction.  For avoidance of doubt,
any interpretation of Accounting Research Bulletin No. 51 by the Financial
Accounting Standards Board shall constitute an adoption, change, request or
directive subject to this Section 6.2 hereof.


Section
6.3.           Other Costs and Expenses.  Also by way of clarification, and not of
limitation, of Section 6.1, the Seller shall pay to the Agent (with
respect to amounts owed to it or 



 36
 






 



any Purchaser) on demand all reasonable costs and
expenses in connection with (a) the preparation, execution, delivery and
administration (including amendments of any provision) of the Transaction
Documents, (b) the sale of the Sold Interests, (c) the perfection of
the Agent’s rights in the Receivables, Collections and proceeds thereof,
(d) the enforcement by the Agent or the Purchasers of the obligations of
the Seller and the Originators under the Transaction Documents or of any
Obligor under a Receivable and (e) the maintenance by the Agent of the
Collection Account, including reasonable fees, costs and expenses of legal
counsel for the Agent relating to any of the foregoing or to advising the Agent
about its rights and remedies under any Transaction Document and all reasonable
costs and expenses (including reasonable counsel fees and expenses) of the
Agent or each Purchaser in connection with the administration or enforcement of
the Transaction Documents.


Section 6.4.           Withholding Taxes.  (i)  All payments made by the Seller
hereunder shall be made without withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient).  If any such withholding is so required, the
Seller shall make the withholding, pay the amount withheld to the appropriate authority
before penalties attach thereto or interest accrues thereon and pay such
additional amount as may be necessary to ensure that the net amount actually
received by each Purchaser and the Agent free and clear of such taxes
(including such taxes on such additional amount) is equal to the amount that
Purchaser or Agent (as the case may be) would have received had such
withholding not been made.  If the Agent
or any Purchaser pays any such taxes, penalties or interest the Seller shall
reimburse the Agent or such Purchaser for that payment on demand.  If the Seller pays any such taxes, penalties
or interest, it shall deliver official tax receipts evidencing that payment or
certified copies thereof to the related Agent on whose account such withholding
was made (with a copy to the Agent if not the recipient of the original) on or
before the thirtieth day after payment.


(a)           Before the first date on which any
amount is payable hereunder for the account of any Purchaser not incorporated
under the laws of the United States such Purchaser shall deliver to the Seller
and the Agent each two (2) duly completed copies of United States Internal
Revenue Service Form W-8ECl or W-8BEN (or successor applicable form)
certifying that such Purchaser is entitled to receive payments hereunder
without deduction or withholding of any United States federal income
taxes.  Each such Purchaser shall replace
or update such forms when necessary to maintain any applicable exemption and as
requested by the Agent or the Seller.


Section
6.5.           Payments and Allocations.  If any Person seeks compensation pursuant to
this Article VI, such Person shall deliver to the Seller and the Agent a
certificate setting forth the amount due to such Person, a description of the
circumstance giving rise thereto and the basis of the calculations of such
amount, which certificate shall be presumed to be correct absent manifest
error.  The Seller shall pay to the Agent
(with respect to amounts owed to it) or the applicable Purchaser (with respect
to amounts owed to it), for the account of such Person, the amount shown as due
on any such certificate within 10 Business Days after receipt of the
notice.



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ARTICLE VII



CONDITIONS PRECEDENT


Section
7.1.           Conditions to Restatement.  The restatement of the Original Receivables
Sale Agreement in the form of this Agreement shall become effective on the
first date all conditions in this Section 7.1 are satisfied.  On or before such date, the Seller shall
deliver to the Agent the following documents in form, substance and quantity
reasonably acceptable to the Agent, as applicable:


(a)           All instruments and other documents
required, or deemed desirable by the Agent, to perfect the Agent’s first
priority interest in the Receivables, Collections and proceeds thereof in all
appropriate jurisdictions (subject to the Permitted Exceptions).


(b)           Favorable opinions of counsel to each
SIRVA Entity covering such matters as the Agent may request.


(c)           Fully executed restatements of the
Guaranty and the Purchase Agreement and fully executed counterparts of the
Bailment Agreements with each Eligible Title Company.


(d)           Fully executed Supplement to the Fee
Letter and evidence of the payment of the fees required to be paid by the SIRVA
Entities on or prior to the Second Restatement Date.


(e)           Consent and release of the
adminstrative agent under the SIRVA Credit Agreement with respect to the
transfer of SIRVA Global Receivables under the Transaction Documents, including
Uniform Commercial Code financing statement partial releases, satisfactory to
the Agent.


(f)            Such other approvals, opinions or
documents as the Agent or any Purchaser may reasonably request.


Section
7.2.           Conditions to Each Class A
Purchase.  The
obligation of each Class A Purchaser to make any Class A Purchase, and the
right of the Seller to request or accept any Class A Purchase, are subject to
the conditions (and each Class A Purchase shall evidence the Seller’s
representation and warranty that clauses (a)-(e) of this
Section 7.2 have been satisfied) that on the date of such Class A Purchase
before and after giving effect to the Class A Purchase:


(a)           no Potential Termination Event shall
then exist or shall occur as a result of the Class A Purchase;


(b)           the Termination Date has not
occurred;


(c)           after giving effect to the
application of the proceeds of such Class A Purchase, (w) the outstanding
Matured Aggregate Class A Investment would not exceed the Aggregate Class A
Commitment, (x) the outstanding Aggregate Class A Investment would not
exceed the Class A Purchase Limit, (y) the aggregate Matured Value of the 



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Class A Investments of a Class A Purchaser would not
exceed the Class A Commitment of such Class A Purchaser and (z) the Aggregate
Class A Investment would not exceed the Adjusted Class A Net Receivables
Balance;


(d)           the representations and warranties in
Article IV hereof and Section 4 of the Purchase Agreement are true and
correct on and as of such date (except to the extent such representations and
warranties relate solely to an earlier date and then as of such earlier date);


(e)           each SIRVA Entity is in full
compliance with the Transaction Documents (including all covenants and
agreements in Articles II, III and V);


(f)            the Agent shall have received the
Incremental Purchase Request and the Document Schedule, and the related
Custodian(s) shall have received the Specified Documents and Document Schedule,
required by Sections 1.1(c) and 2.1(a);


(g)           the Guaranty has not been
disaffirmed; and


(h)           all legal matters related to the
Class A Purchase are satisfactory to the Class A Purchasers.


Section
7.3.           Conditions to Each Class B
Purchase.  The
obligation of each Class B Purchaser to make any Class B Purchase, and the
right of the Seller to request or accept any Class B Purchase, are subject to
the conditions (and each Class B Purchase shall evidence the Seller’s
representation and warranty that clauses (a)-(e) of this
Section 7.3 have been satisfied) that on the date of such Class B Purchase
before and after giving effect to the Class B Purchase:


(a)           no Potential Termination Event shall
then exist or shall occur as a result of the Class B Purchase;


(b)           the Termination Date has not
occurred;


(c)           after giving effect to the
application of the proceeds of such Class B Purchase, (i) the outstanding
Matured Aggregate Class B Investment would not exceed the Aggregate Class B
Commitment, (ii) the outstanding Aggregate Class B Investment would not
exceed the Class B Purchase Limit, (iii) the aggregate Matured Value of
the Class B Investments of a Class B Purchaser would not exceed the Class B
Commitment of such Class B Purchaser, (iv) (A) the sum of the Aggregate Class A
Investment plus the Aggregate Class B Investment would not exceed (B) the
Adjusted Class B Net Receivables Balance, and (v) no Incremental Class A
Purchase is then available;


(d)           the representations and warranties in
Article IV hereof and Section 4 of the Purchase Agreement are true and
correct on and as of such date (except to the extent such representations and
warranties relate solely to an earlier date and then as of such earlier date);


(e)           each SIRVA Entity is in full
compliance with the Transaction Documents (including all covenants and
agreements in Articles II, III and V);



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(f)            the Agent shall have received the
Weekly Report, the Incremental Purchase Request and the Document Schedule, and
the related Custodian(s) shall have received the Specified Documents and
Document Schedule, required by Sections 1.1(f) and 2.1(a);


(g)           the Guaranty has not been
disaffirmed; and


(h)           all legal matters related to the
Class B Purchase are satisfactory to the Class B Purchasers.


ARTICLE VIII



THE AGENT


Section 8.1.           Appointment and Authorization.  (j)  Each Purchaser hereby irrevocably
designates and appoints LaSalle Bank National Association as the “Agent” hereunder and authorizes the Agent to take such
actions and to exercise such powers as are delegated to the Agent hereby and to
exercise such other powers as are reasonably incidental thereto.  The Agent shall hold, in its name, for the
benefit of each Purchaser, the Purchase Interest of such Purchaser.  Without limiting the generality of the
foregoing sentence, the use of the term “agent” herein and in other Transaction
Documents with reference to the Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law.  Instead, such term is
used merely as a matter of market custom, and is intended to create or reflect
only an administrative relationship between independent contracting parties.  The Agent does not assume, nor shall it be
deemed to have assumed, any obligation to, or relationship of trust or agency
with, the Seller.  Notwithstanding any
provision of this Agreement or any other Transaction Document, in no event
shall the Agent ever be required to take any action which exposes the Agent to
personal liability or which is contrary to the provision of any Transaction
Document or applicable law.


Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other agent and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
the Agent shall be read into this Agreement or otherwise exist against the
Agent.


(a)           Except as otherwise specifically
provided in this Agreement, the provisions of this Article VIII are solely
for the benefit of the Agent and the Purchasers, and none of the Seller or any
Servicer shall have any rights as a third-party beneficiary or otherwise
under any of the provisions of this Article VIII.


(b)           In performing its functions and
duties hereunder, the Agent shall act solely as the agent of the Purchasers and
does not assume nor shall be deemed to have assumed any obligation or
relationship of trust or agency with or for the Seller or the Servicers or any
of their successors and assigns.


Section
8.2.           Delegation of Duties.  The Agent may execute any of its duties
through agents or attorneys-in-fact and shall be entitled to advice of counsel
and other consultants or 



 40
 






 



experts concerning all matters pertaining to such
duties.  The Agent shall not be
responsible to any Purchaser for the negligence or misconduct of any agents or
attorneys-in-fact selected by it in the absence of gross negligence or willful
misconduct.


Section
8.3.           Exculpatory Provisions.  None of the Agent or any of their respective
directors, officers, agents or employees shall be liable for any action taken
or omitted (i) with the consent or at the direction of the Required
Purchasers, the Required Class A Purchasers or the Required Class B Purchasers,
as the case may be, or (ii) in the absence of such Person’s gross
negligence or willful misconduct.  The
Agent shall not be responsible to any Purchaser or other Person for (i) any
recitals, representations, warranties or other statements made by any SIRVA
Entity or any of their Affiliates, (ii) the value, validity,
effectiveness, genuineness, enforceability or sufficiency of any Transaction
Document, (iii) any failure of any SIRVA Entity or any of their Affiliates
to perform any obligation or (iv) the satisfaction of any condition
specified in Article VII.  The Agent
shall not have any obligation to any Purchaser to ascertain or inquire about the
observance or performance of any agreement contained in or conditions of, any
Transaction Document or to inspect the properties, books or records of any
SIRVA Entity or any of their Affiliates.


Section 8.4.           Reliance by Agent.  (k)  The Agent shall in all cases be
entitled to rely, and shall be fully protected in relying, upon any
communication, signature, resolution, representation, notice, consent,
certificate, electronic mail message, affidavit, letter, telegram, facsimile,
telex or telephone message, statement document, other writing or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person and upon advice and statements of legal counsel (including
counsel to the SIRVA Entities), independent accountants and other experts
selected by the Agent.  The Agent shall
in all cases be fully justified in failing or refusing to take any action under
any Transaction Document unless it shall first receive such advice or concurrence
of the Required Purchasers, and assurance of its indemnification, as it deems
appropriate.


(a)           The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement in
accordance with a request of the Required Purchasers, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all
Purchasers.


(b)           The Required Purchasers, the Required
Class A Purchasers and the Required Class B Purchasers, as the case may be,
shall be entitled to request or direct the Agent to take action, or refrain
from taking action, under this Agreement on behalf of the Purchasers; provided that the Agent shall not be required to comply with
any such request or direction it believes to be inconsistent with the
Transaction Documents or applicable law or that could be expected to subject
the Agent to any expense for which it would not be reimbursed or any
liability.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement in accordance with a request of the Required Purchasers, the Required
Class A Purchasers and the Required Class B Purchasers, as the case may be, and
such request and any action taken or failure to act pursuant thereto shall be
binding upon all Purchasers.


(c)           Unless otherwise advised in writing
by the Agent or by any Purchaser, each party to this Agreement may assume that
(i) the Agent is acting for the benefit of each of the 



 41
 






 



Purchasers, as well as for the benefit of each
assignee or other transferee from any such Person, and (ii) each action
taken by the Agent has been duly authorized and approved by all necessary
action on the part of the Purchasers. 
The Required Purchasers shall have the right to designate a new Agent to
act on its behalf and on behalf of its assignees and transferees for purposes
of this Agreement by giving to the Agent written notice thereof signed by such
Required Purchaser(s) and the newly designated Agent. Such notice shall be
effective when receipt thereof is acknowledged by the Agent, which acknowledgment
the Agent shall not unreasonably delay giving, and thereafter the party named
as such therein shall be Agent under this Agreement.  The Agent and the Purchasers shall agree
amongst themselves as to the circumstances and procedures for removal and
resignation of the Agent.


Section
8.5.           Assumed Payments.  Unless the Agent shall have received notice
from a Purchaser before the date of any Incremental Class A Purchase or
Incremental Class B Purchase that the Purchaser will not make available to the Agent
(in the case of an Incremental Class A Purchase or Incremental Class B
Purchase) the amount it is scheduled to remit as part of such Incremental Class
A Purchase or Incremental Class B Purchase, the Agent may assume such Purchaser
has made such amount available to the Agent when due (an “Assumed
Payment”) and, in reliance upon such assumption, the Agent may (but
shall have no obligation to) make available such amount to the appropriate
Person.  If and to the extent that any
Purchaser shall not have made its Assumed Payment available to the Agent, such
Purchaser and the Seller hereby agree to pay the Agent forthwith on demand such
unpaid portion of such Assumed Payment up to the amount of funds actually paid
by the Agent, together with interest thereon for each day from the date of such
payment by the Agent until the date the requisite amount is repaid to the
Agent, at a rate per annum equal to (i) for the first five Business Days
after such payment was due, the Agent’s cost of funds (as reasonably determined
by the Agent) and (ii) thereafter (until the date the requisite amount is
repaid to the Agent), the Federal Funds Rate plus 2%.


Section
8.6.           Notice of Termination
Events.  The Agent
shall not be deemed to have knowledge or notice of the occurrence of any
Potential Termination Event unless the Agent has received notice from any
Purchaser or the Seller referring to this Agreement and stating that a
Potential Termination Event has occurred hereunder and describing such
Potential Termination Event and stating that such notice is a “notice of
Potential Termination Event”.  In the
event that the Agent receives such a notice, it shall promptly give notice
thereof to each Purchaser.  The Agent
shall take such action concerning a Potential Termination Event as may be
directed by the Required Purchasers (or, if otherwise required for such action,
all of the Purchasers, or, if a Class B Enforcement Trigger exists, the
Required Class B Purchasers), but until the Agent receives such directions, the
Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, as the Agent deems advisable and in the best interests of
the Purchasers and Agent.


Section
8.7.           Non-Reliance on Agent and
Other Purchasers.  Each
Purchaser expressly acknowledges that none of the Agent, any other Purchaser or
any of their respective officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Agent hereafter taken, including any review of the
affairs of the Seller, the Originators or the other SIRVA Entities, shall be
deemed to constitute any representation or warranty by the Agent to any
Purchaser as to any matter, including whether the Agent has disclosed material
information in its possession.  Each
Purchaser represents and 



 42
 






 



warrants to the Agent that, independently and without
reliance upon the Agent or any other Purchaser and based on such documents and
information as it has deemed appropriate, it has made and will continue to make
its own appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the SIRVA
Entities and the Receivables and its own decision to enter into this Agreement
and to take, or omit, action under any Transaction Document.  The Agent shall deliver each month to each
Purchaser a copy of the Monthly Report(s) received covering the preceding
calendar month.  Except for items
specifically required to be delivered hereunder, the Agent shall not have any
duty or responsibility to provide any Purchaser with any information concerning
any SIRVA Entity or any of their Affiliates that comes into the possession of
the Agent or any of its officers, directors, employees, agents, attorneys-in-fact
or Affiliates.


Section
8.8.           Agents and Affiliates.  Each of the Purchasers and the Agent and
their respective Affiliates may extend credit to, accept deposits from and
generally engage in any kind of banking, trust, debt, entity or other business
with any SIRVA Entity or any of its Affiliates and LaSalle may exercise or
refrain from exercising its rights and powers as if it were not the Agent.  Each Purchaser acknowledges that, pursuant to
such activities, LaSalle or its Affiliates may receive information regarding
the SIRVA Entities or their Affiliates (including information that may be
subject to confidentiality obligations in favor of the SIRVA Entities or such
Affiliate) and acknowledge that the Agent shall be under no obligation to
provide such information to them.  With
respect to the acquisition of the Receivables pursuant to this Agreement, the
Agent shall have the same rights and powers under this Agreement as any
Purchaser and may exercise the same as though it were not such an agent, and
the terms “Purchaser” and “Purchasers”
shall include the Agent in its individual capacity.


Section
8.9.           Indemnification.  Each Purchaser shall indemnify and hold
harmless the Agent and its officers, directors, employees, representatives and
agents (to the extent not reimbursed by any SIRVA Entity and without limiting
the obligation of any SIRVA Entity to do so), ratably in accordance with its
Ratable Share from and against any and all liabilities, obligations, losses,
damages, penalties, judgments, settlements, costs, expenses and disbursements
of any kind whatsoever (including in connection with any investigative or
threatened proceeding, whether or not the Agent or such Person shall be
designated a party thereto) that may at any time be imposed on, incurred by or
asserted against the Agent or such Person as a result of, or related to, any of
the transactions contemplated by the Transaction Documents or the execution,
delivery or performance of the Transaction Documents or any other document
furnished in connection therewith (but excluding (i) any such liabilities,
obligations, losses, damages, penalties, judgments, settlements, costs,
expenses or disbursements resulting solely from the gross negligence or willful
misconduct of the Agent or such Person as finally determined by a court of
competent jurisdiction, (ii) the Investment held by the Agent in its individual
capacity and Discount thereon, and (iii) fees payable to the Agent pursuant to
Section 1.3(a) or 1.3(b)).  No
action taken in accordance with the directions of the Required Purchasers shall
be deemed to constitute gross negligence or willful misconduct for purposes of
this Section.  Without limitation of the
foregoing, each Purchaser shall reimburse the Agent within 10 days following
receipt of demand for its Ratable Share of any costs or out of pocket expenses
(including attorney costs and taxes) incurred by the Agent in connection with
the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise)
of, or legal advice in respect of 



 43
 






 



rights or responsibilities under, this Agreement, any
other Transaction Document, or any document contemplated by or referred to
herein, to the extent that the Agent is not reimbursed for such expenses by or
on behalf of the SIRVA Entities.  The
undertaking in this Section shall survive repayment of the Investment, any
foreclosure under, or modification, release or discharge of, any or all of the Transaction
Documents, termination of this Agreement and the resignation or replacement of
the Agent.


Section
8.10.        Successor Agent.  The Agent may, upon at least forty-five
(45) days notice to the Seller and each Purchaser, resign as Agent.  Such resignation shall not become effective
until a successor agent is appointed by the Required Class A Purchasers and the
Required Class B Purchasers and has accepted such appointment.  If no successor agent is appointed prior to
the effective date of the resignation of the Agent, the Agent may appoint, after
consulting with the Purchasers, a successor agent from among the
Purchasers.  Upon such acceptance of its
appointment as Agent hereunder by a successor Agent, such successor Agent shall
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Transaction Documents. 
After any retiring Agent’s resignation hereunder, the provisions of
Article VI and this Article VIII shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Agent.  If no successor agent has accepted
appointment as Agent by the date which is forty-five (45) days following a
retiring Agent’s notice of resignation, the retiring Agent’s resignation shall
nevertheless thereupon become effective and the Purchasers shall perform all of
the duties of the Agent hereunder until such time, if any, as the Required
Purchasers appoint a successor agent as provided for above.


Section
8.11.        Subordination.


(a)           Each Class B Purchaser acknowledges
and agrees for the benefit of the Class A Purchasers that its Class B Purchase
Interest shall be subordinate and junior to the Class A Purchase Interests to
the extent and in the manner set forth in this Agreement.  If any Termination Event occurs and has not
been cured or waived and the Termination Date occurs, including as a result of
a Termination Event specified in clause (e) of the definition thereof, the
Class A Outstandings shall be paid in full in cash or, to the extent all Class
A Purchasers consent, other than in cash, before any further payment or
distribution is made on account of any Class B Outstandings with respect
thereto.


(b)           In the event that, notwithstanding
the provisions of this Agreement, any Class B Purchaser shall have received any
payment or distribution in respect of its Class B Outstandings contrary to the
provisions of this Agreement, then, unless and until the Class A Outstandings
shall have been paid in full in cash or, to the extent all Class A Purchasers
consent, other than in cash in accordance with this Agreement, such payment or
distribution shall be received and held in trust for the benefit of, and shall
forthwith be paid over and delivered to, the Agent, which shall pay and deliver
the same to the Class A Purchasers in accordance with this Agreement; provided, however, that if any such payment or distribution
is made other than in cash, it shall be held by the Agent as part of the
Collections and subject in all respects to the provisions of this Agreement,
including this Section.



 44
 






 



(c)           Each Class B Purchaser agrees with
all Class A Purchasers that such Class B Purchaser shall not demand, accept, or
receive any payment or distribution in respect of its Class B Purchase Interest
in violation of the provisions of this Agreement, including, without
limitation, this Section; provided, however,
that after the Class A Outstandings have been paid in full, the Class B
Purchasers shall be fully subrogated to the rights of the Class A
Purchasers.  Nothing in this Section
shall affect the obligation of any SIRVA Entity to pay any amounts owing to any
Purchasers.


(d)           In exercising any of its or their
voting rights, rights to direct and consent or any other rights as a Purchaser
under this Agreement, a Purchaser or Purchasers shall not have any obligation
or duty to any Person or to consider or take into account the interests of any
Person and shall not be liable to any Person for any action taken by it or them
or at its or their direction or any failure by it or them to act or to direct
that an action be taken, without regard to whether such action or inaction
benefits or adversely affects any other Purchaser, the Seller, or any other
Person, except for any liability to which such Purchaser may be subject to the
extent the same results from such Purchaser’s taking or directing an action, or
failing to take or direct an action, in violation of the express terms of this
Agreement.


ARTICLE IX



MISCELLANEOUS


Section
9.1.           Termination.  Each Purchaser shall cease to be a party
hereto when the Termination Date has occurred, such Purchaser holds no
Investment and all amounts payable to it hereunder have been indefeasibly paid
in full.  This Agreement shall terminate
following the Termination Date when no Investment is held by a Purchaser and
all other amounts payable hereunder have been indefeasibly paid in full, but
the rights and remedies of the Agent and each Purchaser concerning any
representation, warranty or covenant made, or deemed to be made, by the Seller and
under Article VI, Section 8.9 and Section 8.11 shall survive such
termination.


Section
9.2.           Notices.  Unless otherwise specified, all notices and
other communications hereunder shall be in writing (including by telecopier or
other facsimile communication), given to the appropriate Person at its address
or telecopy number set forth on the signature pages hereof or at such other
address or telecopy number as such Person may specify, and effective when
received at the address specified by such Person.  Each party hereto, however, authorizes the
Agent to act on telephone notices of Purchases and Discount Rate and Tranche
Period selections from any person the Agent in good faith believes to be acting
on behalf of the relevant party and, at the Agent’s option, to tape record any
such telephone conversation.  Each party
hereto agrees to deliver promptly to the Agent a confirmation of each telephone
notice given or received by such party (signed by an authorized officer of such
party), but the absence of such confirmation shall
not affect the validity of the telephone notice.  The Agent’s records of all such conversations
shall be deemed correct and, if the confirmation of a conversation differs in
any material respect from the action taken by the Agent, the records of the
Agent shall govern absent manifest error. 
The number of days for any advance notice required hereunder may be
waived (orally or in writing) by the Person receiving such notice and, in the
case of notices to the Agent, the consent of each Person to which the Agent is
required to forward such notice.



 45














 


Section
9.3.           Payments and Computations.  Notwithstanding anything herein to the
contrary, any amounts to be paid or transferred by the Seller or any Servicer
to, or for the benefit of, any Purchaser or any other Person shall be paid or
transferred to the Agent or the appropriate Person, as specified herein.  All amounts to be paid or deposited hereunder
shall be paid or transferred on the day when due in immediately available
Dollars (and, if due from the Seller or any Servicer, by 11:00 a.m.
(Chicago time), with amounts received after such time being deemed paid on the
Business Day following such receipt). 
The Seller hereby authorizes the Agent to debit the Seller Account for
application to any amounts owed by the Seller hereunder.  The Seller shall, to the extent permitted by
law, pay to each Agent upon demand, for the account of the applicable Person,
interest on all amounts not paid or transferred by the Seller or any Servicer
when due hereunder at a rate equal to the Prime Rate plus 2% calculated from the
date any such amount became due until the date paid in full.  Any payment or other transfer of funds
scheduled to be made on a day that is not a Business Day shall be made on the
next Business Day, and any Discount Rate or interest rate accruing on such
amount to be paid or transferred shall continue to accrue to such next Business
Day.  All computations of interest, fees,
and Discount shall be calculated for the actual days elapsed based on a 360 day
year.


Section
9.4.           Sharing of Recoveries.  Each Purchaser agrees that if it receives any
recovery, through set-off, judicial action or otherwise, on any amount payable
or recoverable hereunder in a greater proportion than should have been received
hereunder or otherwise inconsistent with the provisions hereof, then the
recipient of such recovery shall purchase for cash an interest in amounts owing
to the other Purchasers (as return of Investment or otherwise), without
representation or warranty except for the representation and warranty that such
interest is being sold by each such other Purchaser free and clear of any
Adverse Claim created or granted by such other Purchaser, in the amount
necessary to create proportional participation by the Purchasers in such
recovery (as if such recovery were distributed pursuant to
Section 1.8).  If all or any portion
of such amount is thereafter recovered from the recipient, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery,
but without interest.


Section
9.5.           Right of Setoff.  Subject to Section 9.4, each Purchaser
is hereby authorized (in addition to any other rights it may have) to setoff,
appropriate and apply (without presentment, demand, protest or other notice
which are hereby expressly waived) any deposits and any other indebtedness held
or owing by such Purchaser (including by any branches or agencies of such
Purchaser) to, or for the account of, the Seller against amounts owing by the
Seller hereunder (even if contingent or unmatured).


Section
9.6.           Amendments.  Except as otherwise expressly provided
herein, no amendment or waiver hereof shall be effective unless signed by the
Seller, the Servicers, the Agent, the Required Class A Purchasers and the
Required Class B Purchasers.  In addition,
no amendment of any Transaction Document shall, without the consent of


(a) all the
Purchasers, (i) extend the Termination Date or the date of any payment or
transfer of Collections by the Seller to the Servicers or by the Servicers to
the Agent, (ii)  except as provided herein, release, transfer or modify
any Purchaser’s Purchase Interest or change any Commitment, (iii) amend
the definition of Agent, subsections (b), (e) and (f) in the definition of
Termination Event or Section 1.1, 1.2, 1.4, 1.6, 1.8, 8.11 or 9.6,
Article VI, or any obligation of any SIRVA Entity thereunder,
(iv) consent to the 



 46
 






 



assignment or transfer by the Seller or any Originator
of any interest in the Receivables other than transfers permitted under the
Transaction Documents or permit any SIRVA Entity to transfer any of its
obligations under any Transaction Document except as expressly contemplated by
the terms of the Transaction Documents, or (v) amend any defined term
relevant to the restrictions in clauses (i) through (iv) in a manner
which would circumvent the intention of such restrictions,


(b) all the Class A
Purchasers, (i) reduce the rate or extend the time of payment of Discount
for any Eurodollar Tranche or Prime Tranche with respect to the Class A
Investments, (ii) reduce or extend the time of payment of any fee payable
to the Class A Purchasers, (iii) waive or amend any condition precedent to
funding in Section 7.2, or (iv) amend any defined term relevant to the
restrictions in clauses (i) through (iii) in a manner which would
circumvent the intention of such restrictions,


(c) all the Class B
Purchasers, (i) reduce the rate or extend the time of payment of Discount
for any Eurodollar Tranche or Prime Tranche with respect to the Class B
Investments, (ii) reduce or extend the time of payment of any fee payable
to the Class B Purchasers, (iii) waive or amend any condition precedent to
funding in Section 7.3, or (iv) amend any defined term relevant to the
restrictions in clauses (i) through (iii) in a manner which would
circumvent the intention of such restrictions, or


(d) the Agent, amend
any provision hereof if the effect thereof is to affect the indemnities to, or
the rights or duties of, the Agent or to reduce any fee payable for the Agent’s
own account.


Notwithstanding the foregoing, the amount of any fee or other payment
(other than Investment or Discount) due and payable from the Seller or any
Servicer to the Agent (for its own account) or any Purchaser may be changed or
otherwise adjusted solely with the consent of the Seller or such Servicer and
the party to which such payment is payable. 
Any amendment hereof shall apply to each Purchaser equally and shall be
binding upon the Seller, the Servicers, the Purchasers and the Agent.


Section
9.7.           Waivers.  No failure or delay of the Agent or any
Purchaser in exercising any power, right, privilege or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such power, right, privilege or remedy preclude any other or further exercise
thereof or the exercise of any other power, right, privilege or remedy.  Any waiver hereof shall be effective only in
the specific instance and for the specific purpose for which such waiver was
given.  After any waiver, the Seller, the
Purchasers and the Agent shall be restored to their former position and rights
and any Potential Termination Event waived shall be deemed to be cured and not
continuing, but no such waiver shall extend to (or impair any right consequent
upon) any subsequent or other Potential Termination Event.  Any additional Discount that has accrued
after a Termination Event before the execution of a waiver thereof, solely as a
result of the occurrence of such Termination Event, may be waived by the Agent
at the direction of the Purchaser entitled thereto.



 47
 






 



Section 9.8.           Successors
and Assigns; Participations; Assignments.


(a)           Successors and Assigns.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  Except as otherwise provided
herein, neither the Seller nor any Servicer may assign or transfer any of its
rights or delegate any of its duties without obtaining the prior consent of the
Agent and the Purchasers.  Any Purchaser
may from time to time sell to any other existing Purchasers all or any portion of
its Investment.


(b)           Participations.  Any Purchaser may sell to one or more Persons
(each a “Participant”) participating interests
in the interests of such Purchaser hereunder. 
Such Purchaser shall remain solely responsible for performing its
obligations hereunder, and the Seller, the Servicers and the Agent shall
continue to deal solely and directly with such Purchaser in connection with
such Purchaser’s rights and obligations hereunder.  Each Participant shall be entitled to the
benefits of Article VI and shall have the right of setoff through its
participation in amounts owing hereunder to the same extent as if it were a
Purchaser hereunder, which right of setoff is subject to such Participant’s
obligation to share with the Purchasers as provided in Section 9.4.  A Purchaser shall not agree with a
Participant to restrict such Purchaser’s right to agree to any amendment
hereto, except amendments described in clause (a) of Section 9.6.


(c)           Assignments by Purchasers.
 Any Purchaser may assign to
one or more Persons (“Purchasing Purchasers”),
acceptable to the Agent in its sole discretion and, prior to the occurrence of
a Termination Event, subject to the prior written consent of the Seller (which
consent will not be unreasonably withheld or delayed) any portion of its
Commitment as a Purchaser hereunder and Purchase Interest pursuant to a
supplement hereto (a “Transfer Supplement”)
in form satisfactory to the Agent executed by each such Purchasing Purchaser,
such selling Purchaser and the Agent. 
Any such assignment by a Purchaser must be for an amount of at least
$5,000,000 or, if less, 100% of the assigning Purchaser’s Commitment.  Each Purchasing Purchaser shall pay a fee of
$4,000 to the Agent.  Any partial
assignment shall be an assignment of an identical percentage of such selling
Purchaser Investment and its Commitment. 
Upon the execution and delivery to the Agent of the Transfer Supplement
and payment by the Purchasing Purchaser to the selling Purchaser of the agreed
purchase price, such selling Purchaser shall be released from its obligations
hereunder to the extent of such assignment and such Purchasing Purchaser shall
for all purposes be a Purchaser party hereto and shall have all the rights and
obligations of a Purchaser hereunder to the same extent as if it were an
original party hereto with a Commitment as a Purchaser and Investment described
in the Transfer Supplement.


Section 9.9.           Confidentiality.  (l) The Seller and the Servicers will,
and will cause Parent to, agree to hold the Transaction Documents or any other
confidential or proprietary information of the Agent or Purchasers received in
connection therewith in confidence and agree not to provide any Person with
copies of any Transaction Document or such other confidential or proprietary information
other than to (i) any officers, directors, members, managers, employees or
outside accountants, auditors or attorneys thereof, (ii) any prospective
or actual assignee or participant which (in each case) has signed a
confidentiality agreement satisfactory to the Agent, (iii) Governmental
Authorities with appropriate jurisdiction and (iv) any Rating Agency.  The Agent and each Purchaser will agree to
hold any other confidential or proprietary information of 



 48
 






 



the Originators received in connection with the
Transaction Documents in confidence and agree not to provide any Person with
copies of such other confidential or proprietary information other than to
(i) any officers, directors, members, managers, employees or outside
accountants, auditors or attorneys of the Agent and the Purchasers,
(ii) any prospective or actual assignee or participant which (in each
case) has signed a confidentiality agreement satisfactory to the Agent and
Originators, (iii) Governmental Authorities with appropriate jurisdiction
and (iv) any Rating Agency. 
Notwithstanding the above stated obligations, the parties hereto will
not be liable for disclosure or use of such information which such Person can
establish by tangible evidence: (i) was required by law, including
pursuant to a subpoena or other legal process, (ii) was in such Person’s
possession or known to such Person prior to receipt or (iii) is or becomes
known to the public through disclosure in a printed publication (without breach
of any of such Person’s obligations hereunder).


(a)           Notwithstanding anything herein to
the contrary, each party hereto (and each employee, representative, or other
agent thereof) may disclose to any and all persons, without limitations of any
kind the tax treatment and tax structure of the transaction and all materials
of any kind (including opinions or other tax analyses) that are provided any
such party relating to such tax treatment and tax structure.  For purposes of this paragraph, the terms “tax
treatment” and “tax structure” have the meaning given to such terms under
Treasury Regulation Section 1.6011-4(c).


Section
9.10.        Headings; Counterparts.  Article and Section Headings in this
Agreement are for reference only and shall not affect the construction of this
Agreement.  This Agreement may be
executed by different parties on any number of counterparts, each of which
shall constitute an original and all of which, taken together, shall constitute
one and the same agreement.


Section
9.11.        Cumulative Rights and
Severability.  All
rights and remedies of the Purchasers and Agent hereunder shall be cumulative
and non-exclusive of any rights or remedies such Persons have under law or
otherwise.  Any provision hereof that is
prohibited or unenforceable in any jurisdiction shall, in such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting such
provision in any other jurisdiction.


Section
9.12.        Governing Law; Submission to
Jurisdiction.  This
Agreement shall be governed by, and construed in accordance with, the internal
laws (and not the law of conflicts) of the State of Illinois.  The Seller and the Servicers hereby submit to
the nonexclusive jurisdiction of the United States District Court for the
Northern District of Illinois and of any Illinois state court sitting in
Chicago, Illinois for purposes of all legal proceedings arising out of, or
relating to, the Transaction Documents or the transactions contemplated
thereby.  The Seller and the Servicers
hereby irrevocably waive, to the fullest extent permitted by law, any objection
they may now or hereafter have to the venue of any such proceeding and any
claim that any such proceeding has been brought in an inconvenient forum.  Nothing in this Section 9.12 shall
affect the right of the Agent or any Purchaser to bring any action or
proceeding against the Seller, the Servicers or its property in the courts of
other jurisdictions.



 49
 






 



Section
9.13.        Waiver of Trial by Jury.  TO THE
EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE SELLER AND THE SERVICERS HERETO
IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH, ANY TRANSACTION DOCUMENT OR
ANY MATTER ARISING THEREUNDER.


Section
9.14.        Entire Agreement.  The Transaction Documents constitute the
entire understanding of the parties thereto concerning the subject matter
thereof.  Any previous or contemporaneous
agreements, whether written or oral, concerning such matters are superseded
thereby.


Section
9.15.        USA PATRIOT Act Notice.  Each Purchaser that is subject to the Act (as
hereinafter defined) and the Agent (for itself and not on behalf of any
Purchaser) hereby notifies the Seller and the Servicers that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the “Act”), it is required to obtain, verify and
record information that identifies the Seller and the Servicers, which
information includes the name and address of each of the Seller and the
Servicers and other information that will allow such Purchaser or the Agent, as
applicable, to identify the Seller and the Servicers in accordance with the
Act.


Section
9.16.        Reservation of Rights.  By press releases dated January 31, 2005,
March 15, 2005, June 20, 2005, June 22, 2005 and September 21, 2005,
SIRVA, Inc. announced various matters, including the existence of a formal
investigation by the SEC of such practices and processes.  Notwithstanding the agreement of the Agent
and the Purchasers to a delay in the delivery of certain financial reports and
ongoing discussions between the Agent, the Purchasers and the Originators with
respect to the matters described in the Press Releases, the Agent and the
Purchasers have not waived any rights or remedies they may have with respect to
the matters, except as set forth in Section 3(a)(vi) of the Fifth Amendment
dated as of November 14, 2005 to the Original Receivables Sale Agreement, that
are the subject of such review and investigation or any related matters.  The Agent and the Purchasers hereby expressly
reserve all of their rights and remedies with respect to all of the foregoing,
including all rights with respect to any related Termination Event that may
have occurred and not been waived pursuant to Section 3(a)(vi) of such Fifth
Amendment.


[SIGNATURE PAGES
FOLLOW]



 50














 


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed and delivered by their
duly authorized officers as of the date hereof.


	
   

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent, Class A Purchaser and Class B Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Zakia Davis

  
	
   

  	
  Title:  Vice
  President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  135 South LaSalle Street

  
	
   

  	
   

  	
  Chicago, Illinois 60674

  
	
   

  	
   

  	
  Attention: June Courtney

  
	
   

  	
   

  	
  Phone: 

  	
  312-904-8948

  	
   

  	
   

  
	
   

  	
   

  	
  Fax:

  	
  312-904-4483

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION, as Class A
  Purchaser and Class B Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Rebecca L. Milligan

  
	
   

  	
  Title: Duly Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  500 West Monroe Street

  
	
   

  	
   

  	
   

  	
  Chicago, Illinois 60661-3679

  
	
   

  	
   

  	
   

  	
  Attention: SIRVA Account Manager

  
	
   

  	
   

  	
   

  	
  Phone: 

  	
  (312) 441-7064

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Fax: 

  	
  (312) 441-7030

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE CIT GROUP/BUSINESS

  
	
   

  	
  CREDIT, INC., as Class A Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Mark J. Long

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  E*TRADE BANK, as Class A Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sam Crow

  
	
   

  	
  Title: Senior Manager

  
	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION, as Class A Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Matthew J. Schulz

  
	
   

  	
  Title: Vice President

  



 



 S-1
 






 



 


	
  

  	
  WELLS FARGO BANK, N.A., as Class A Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Andrew T. Cavallari

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  ALLIED IRISH BANKS, P.L.C., as Class A Purchaser

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Gregory J. Wiske

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Joseph Augustini

  
	
   

  	
  Title: Senior Vice President

  



 



 S-2
 






 



 


	
  

  	
  SIRVA RELOCATION CREDIT, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
   

  	
  Westmont, Illinois 60559

  
	
   

  	
   

  	
   

  	
  Attention: Douglas V. Gathany

  
	
   

  	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Fax:

  	
  630-468-4710

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIRVA RELOCATION LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  s/ Douglas V. Gathany 

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
   

  	
  Westmont, Illinois 60559

  
	
   

  	
   

  	
   

  	
  Attention: Douglas V. Gathany

  
	
   

  	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Fax:

  	
  630-468-4710

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE RELOCATION CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   s/ Douglas V.
  Gathany

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
   

  	
  Westmont, Illinois 60559

  
	
   

  	
   

  	
   

  	
  Attention: Douglas V. Gathany

  
	
   

  	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Fax:

  	
  630-468-4710

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SIRVA GLOBAL RELOCATION, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   s/ Douglas V.
  Gathany 

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  	
  700 Oakmont Lane

  
	
   

  	
   

  	
   

  	
  Westmont, Illinois 60559

  
	
   

  	
   

  	
   

  	
  Attention: Douglas V. Gathany

  
	
   

  	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Fax:

  	
  630-468-4710

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



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SCHEDULE I

DEFINITIONS


The following terms have the meanings set forth, or
referred to, below:


“Acquisition Costs” means, with
respect to an Origination Home, all costs paid in preparing to acquire such
Origination Home pursuant to a Relocation Service Agreement and in preparing
the Origination Home Purchase Contract, including, without limitation,
appraisal fees, title search fees and inspection fees.


“Adjusted Class A Net
Receivables Balance” means (x) 75% of the Aged Equity/Mortgage
Receivables included in (and not, in the calculation of the Net Receivables
Balance, deducted from) the Net Receivables Balance, plus (y) 85% of the Net
Receivables Balance (excluding all Aged Equity/Mortgage Receivables), minus (z)
the excess of clause (x) over 10% of the sum of clauses (x) and (y).


“Adjusted Class B Net
Receivables Balance” means (x) 85% of the Aged Equity/Mortgage
Receivables included in (and not, in the calculation of the Net Receivables
Balance, deducted from) the Net Receivables Balance, plus (y) 95% of the Net
Receivables Balance (excluding all Aged Equity/Mortgage Receivables), minus (z)
the excess of clause (x) over 10% of the sum of clauses (x) and (y).


 “Advance
Employer Payment” means an amount paid or to be paid by an
Employer pursuant to a Relocation Services Agreement for application to
existing or future Receivables with respect to an Origination Home.


“Adverse Claim” means, for any
asset or property of a Person, a lien, security interest, charge, mortgage,
pledge, hypothecation, assignment or encumbrance, or any other right or claim,
in, of or on such asset or property in favor of any other Person, except those
in favor of the Agent.


“Affiliate” means, for any
Person, any other Person which, directly or indirectly, is in control of, is
controlled by, or is under common control with such Person.  For purposes of this definition, “control” means the power, directly or indirectly, to either
(i) vote ten percent (10%) or more of the securities having ordinary
voting power for the election of directors of a Person or (ii) cause the
direction of the management and policies of a Person.


“Aged Equity/Mortgage
Receivables” means at any time the aggregate principal amount
outstanding at such time of all Eligible Receivables that are Equity Advances,
Final Equity Payments and Mortgage Payments and that, as of the most recent
Measurement Date, have been outstanding more than 180 days but less than 270
days after their funding by the related Originator.  For the avoidance of doubt, Aged
Equity/Mortgage Receivables do not include any Receivables paid since the most
recent Measurement Date.


“Agent” is defined in the first
paragraph hereof.



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“Aggregate Class A Commitment”
means the aggregate of all Class A Commitments of each Class A Purchaser, as
such amount may be reduced pursuant to Section 1.5 or increased pursuant to
Section 1.10.


“Aggregate Class A Investment”
means the sum of the Class A Investments of all Class A Purchasers.


“Aggregate Class B Commitment”
means the aggregate of all Class B Commitments of each Class B Purchaser, as
such amount may be reduced pursuant to Section 1.5.


“Aggregate Class B Investment”
means the sum of the Class B Investments of all Class B Purchasers.


“Aggregate Investment” means the
sum of the Investments of all Purchasers.


“Applicable Class A Margin”
means:


(i)            with
respect to the period to but excluding the first day by which (A) all the
financial statements of SIRVA, Inc. and the Parent for the fiscal year ending
December 31, 2005 (including SIRVA, Inc.’s Annual Report on Form 10-K as filed
with the Securities and Exchange Commission) and for the fiscal quarters ending
March 31, 2006, June 30, 2006 and September 30, 2006 (including SIRVA, Inc.’s
Quarterly Reports on Form 10-Q as filed with the Securities and Exchange
Commission) are delivered to the Agent (together with related compliance
certificates required to be delivered under the Receivables Sale Agreement) and
(B) the monthly reports are first delivered in the form required under Section
5.2(a)(iii) (without regard to the waiver provided under Schedule IV), 1.75%
with respect to the Prime Rate and 2.75% with respect to the Eurodollar Rate,
and


(ii)           at any time thereafter the percentage
set forth below opposite the Consolidated Leverage Ratio most recently reported
by Parent and its Subsidiaries under the SIRVA Credit Agreement, as such
agreement is in effect on the Second Restatement Date; provided that if and for
so long as such Consolidated Leverage Ratio has not been so reported, the
Applicable Class A Margin shall be as set forth in clause (ii) above.




	
  Consolidated Leverage Ratio

  	
   

  	
  Prime Rate

  	
   

  	
  Eurodollar Rate

  	
   

  
	
  Greater than or equal to 3.25

  	
   

  	
  1.50

  	
  %

  	
  2.50

  	
  %

  
	
  Greater than or equal to 2.75 and less than 3.25

  	
   

  	
  1.25

  	
  %

  	
  2.25

  	
  %

  
	
  Greater than or equal to 1.75 and less than 2.75

  	
   

  	
  1.00

  	
  %

  	
  2.00

  	
  %

  
	
  Less than 1.75

  	
   

  	
  0.75

  	
  %

  	
  1.75

  	
  %

  






 


“Applicable Class B Margin” means
(i) 5.00% with respect to the Prime Rate, and (ii) 6.00% with respect to the
Eurodollar Rate.



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“Appraised Value” with respect to
an Origination Home means the “fair market value” thereof for purposes of an
Origination Home Purchase Contract as determined in accordance with the
applicable Relocation Services Agreement.


“Available Funds” means, with
respect to any date, the sum of the following amounts, without
duplication:  (i) all Collections
received by the Seller or any Servicer, or otherwise deposited in the
Collection Account or the Investment Account, and not yet applied pursuant to
the terms hereof, (ii) all income from investment or amounts held in the Collection
Account or the Investment Account, and (iii) all other proceeds of the
Receivables, to the extent received by the Seller, any Servicer, any Purchaser
or the Agent.


“Bailment Agreement” means a
bailment and control agreement among an Originator, the Seller and the Agent.


“Bankruptcy Event” means, for any
Person, that (a) such Person makes a general assignment for the benefit of
creditors or any proceeding is instituted by or against such Person seeking to
adjudicate it bankrupt or insolvent, or seeking the liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee or other similar official for it or
any substantial part of its property or (b) such Person takes any
corporate action to authorize any such action.


“Billed Receivable” means any
Receivable which has been billed to an Employer.


“Budget”  means, with respect to each Originator, an
annual budget substantially in the form of annual budget prepared and delivered
by Parent to its lenders under the SIRVA Credit Agreement in 2004.


“Business Day” means any day
other than (a) a Saturday, Sunday or other day on which banks in Chicago,
Illinois are authorized or required to close, (b) a holiday on the Federal
Reserve calendar and (c) solely for matters relating to a Eurodollar
Tranche, a day on which dealings in Dollars are not carried on in the London
interbank market.


“Charge-Off” means any Receivable
that has or should have been (in accordance with the related Credit and
Collection Policy) charged-off or written-off by the Seller for reasons
relating to the bad credit of the related Obligor.


“Class A Commitment” means, for
each Class A Purchaser, the amount set forth on Schedule II for such Class
A Purchaser, in each case as it may be adjusted in accordance with
Sections 1.5, 1.10 and 9.8.


“Class A Commitment Percentage”
means, for each Class A Purchaser, the Class A Commitment for such Class A
Purchaser divided by the Class A Commitments of all Class A Purchasers.


“Class A Investment” means, for
each Class A Purchaser, (i) such Class A Purchaser’s Class A Commitment Percentage
of the Original Interest plus (ii) all Incremental Class A 



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Purchases by such Class A Purchaser, minus (iii)
amounts received or exchanged and, in each case, applied by the Agent or such
Class A Purchaser to reduce such Class A Purchaser’s Class A Investment.  A Class A Purchaser’s Class A Investment
shall be restored to the extent any amounts so received or exchanged and
applied are rescinded or must be returned for any reason.


“Class A Outstanding” means all
Class A Investments and all amounts payable under this Agreement to the Class A
Purchasers.


“Class A Purchase” is defined in
Section 1.1(a).


“Class A Purchase Amount” is
defined in Section 1.1(c).


“Class A Purchase Date” is
defined in Section 1.1(c).


“Class A Purchase Interest”
means, for a Class A Purchaser, the undivided ownership interest in the
Receivables, the Collections and proceeds thereof held by such Class A
Purchaser under this Agreement.


“Class A Purchase Limit” means
$218,125,000, as such amount may be reduced pursuant to Section 1.5 or
increased pursuant to Section 1.10.


“Class A Purchaser” means the
Class A Purchasers signatory hereto and each other Person that becomes a Class
A Purchaser pursuant to a Transfer Supplement.


“Class A Sold Interest” is
defined in Section 1.1(a).


“Class B Commitment” means, for
each Class B Purchaser, the amount set forth on Schedule II for such Class
B Purchaser, in each case as it may be adjusted in accordance with
Sections 1.5 and 9.8.


“Class B Commitment Percentage”
means, for each Class B Purchaser, the Class B Commitment for such Class B
Purchaser divided by the Class B Commitments of all Class B Purchasers.


“Class B Enforcement
Trigger” means each of the following shall have occurred:  (x) the occurrence of any of the following:
(i) a Termination Event (other than a Termination Event under clause (f) of the
definition thereof), (ii) the Dilution Ratio exceeds 3.0% for any calendar
month, or (iii) the Default Ratio exceeds 13.5% for any calendar month; (y)
notice of the occurrence of an event described in the foregoing clause (x) has
been given to the Agent and the Class A Purchasers; and (z) such event
continues to exist and no enforcement action with respect to such event is
taken or directed by the Agent or the Class A Required Purchasers and at least
90 days have passed since the giving of notice under the foregoing clause (y).


“Class B Investment” means, for
each Class B Purchaser, (i) all Incremental Class B Purchases by such Class B
Purchaser minus (ii) amounts received or exchanged and, in each case, applied
by the Agent or such Class B Purchaser to reduce such Class B Purchaser’s Class
B Investment.  A Class B Purchaser’s
Class B Investment shall be restored to the extent any amounts so received or
exchanged and applied are rescinded or must be returned for any reason.



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“Class B Outstandings” means all
Class B Investments and all amounts payable under this Agreement to the Class B
Purchasers.


“Class B Purchase” is defined in
Section 1.1(d).


“Class B Purchase Amount” is
defined in Section 1.1(f).


“Class B Purchase Date” is
defined in Section 1.1(f).


“Class B Purchase Interest”
means, for a Class B Purchaser, the undivided ownership interest in the
Receivables, the Collections and proceeds thereof held by such Class B
Purchaser under this Agreement.


“Class B Purchase Limit” means
$25,000,000, as such amount may be reduced pursuant to Section 1.5.


“Class B Purchaser” means the
Class B Purchasers signatory hereto and each other Person that becomes a Class
B Purchaser pursuant to a Transfer Supplement.


“Class B Sold Interest” is
defined in Section 1.1(d).


“Code” means the Internal Revenue
Code of 1986, as amended from time to time.


“Collection” means any amount
paid, or deemed paid, on a Receivable, including, without limitation, (i) the
proceeds of the sale of an Origination Home and other proceeds of Related
Assets, (ii) by the Seller under Section 1.4(b), or (iii) by an Originator
under Section 3.2 of the Purchase Agreement.


“Collection Account” means,
collectively, those certain segregated deposit accounts number 5800691387 and
5800691742 maintained by the Agent in the name of the Agent, or such other
account as is designated by the Agent.


“Commitment” means a Class A
Commitment or a Class B Commitment.


“Commonly Controlled Entity”
means an entity, whether or not incorporated, which is under common control
with the Parent within the meaning of Section 4001 of ERISA or is part of a
group which includes the Parent and which is treated as a single employer under
Section 414 of the Code.


“Concentration Limit” means (i)
for a Special Obligor, its Special Obligor Limit, and (ii) for Employers
other than Special Obligors, the percentages of the Eligible Receivables
Balance set forth in the table below based upon the higher of the long-term
unsecured senior debt ratings of such Obligors from Moody’s or S&P:



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  Moody’s
  Rating

  	
   

  	
  S&P Rating

  	
   

  	
  Concentration Limit (% of Eligible
  Receivables Balance)

  
	
  Aa3 or higher

  	
   

  	
  AA- or higher

  	
   

  	
  40%

  
	
  A3 to A1

  	
   

  	
  A- to A+

  	
   

  	
  30%

  
	
  Baa2 to Baa1

  	
   

  	
  BBB to BBB+

  	
   

  	
  20%

  
	
  Baa3

  	
   

  	
  BBB-

  	
   

  	
  10%

  
	
  Below Baa3 or no
  rating

  	
   

  	
  Below BBB- or no
  rating

  	
   

  	
  5%

  






 


If one or more Obligors has the same parent company,
or is a Subsidiary of another Obligor, the Receivables of such Obligors shall
be considered as Receivables of the parent company for the purpose of
calculating its Concentration Limit.  It
is understood and agreed that any Employer described in clause (iii) of the
definition of Eligible Employer shall be deemed to have no rating for purposes
of calculating its Concentration Limit. 
Notwithstanding the foregoing, the Concentration Limit on Eligible
Receivables of World Services, Inc. and its Affiliates (the contract referred
to in item A.27 of Schedule III to the Receivables Sale Agreement) shall not
exceed the lesser of (i) $35,000,000, and (ii) the Concentration Limit
otherwise applicable to the Eligible Receivables of such Employers pursuant to
the other terms of this Agreement, it being understood and agreed that World
Services, Inc. and its Affiliates shall be treated as a single Employer with
respect to Receivables under such contract for purposes of the Concentration
Limit.


“Consent to Assignment” means a
consent to assignment, in form and substance satisfactory to the Required Class
A Purchasers and the Required Class B Purchasers, executed by an Included Employer
with respect to the transactions contemplated hereby.


“Contract Date” means, with
respect to any Origination Home, the date of acceptance of the related
Origination Home Purchase Contract by the related Originator and the related
Relocating Employee.


“Credit and Collection Policy”
means the credit and collection policy and practices relating to Receivables
attached hereto as Exhibit G.


“Custodian” is defined in Section
2.1(a).


“Daily Report”
means the report of the Master Servicer substantially in the form of Exhibit
C-1.


“Deemed Collections” is defined
in Section 1.4(c).


“Default Ratio” means, for any
calendar month, the ratio of (a) the aggregate outstanding balance of all
Defaulted Receivables as of the end of such calendar month to (b) the
aggregate outstanding balance of all Receivables as of the end of such calendar
month.


“Defaulted Receivable”
means any Receivable (a) as to which the Disqualification Date has occurred,
(b) any Obligor of which has ceased to be an Eligible Employer, or (c) is a Charge-Off.



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“Designated Financial Officer”
means the President, Vice President, Chief Financial Officer, Treasurer or
Chief Operating Officer of the relevant SIRVA Entity, as applicable.


“Destination Home” means an
Eligible Home to which an Relocating Employee is moving as part of his or her
relocation.


“Dilution Ratio” means, as for
any date which it is calculated, the ratio of (a) the average aggregate
amount of payments owed by the Seller pursuant to the first sentence of
Section 1.4(c) as of the last day of each of the most recent calendar
month ending prior to such date to (b) the average aggregate outstanding
balance of all Receivables as of the end of such calendar month.


“Discount” means, for any Tranche
Period, (a) the product of (i) the Discount Rate for such
Tranche Period, (ii) the total amount of Investment allocated to the
Tranche Period, and (iii) the number of days elapsed during the Tranche
Period divided by (b) 360 days.


“Discount Period” means, with
respect to any Monthly Settlement Date or the Termination Date, the period from
and including the preceding Monthly Settlement Date (or if none, the date that
the first Incremental Purchase is made hereunder) to but not including such
Monthly Settlement Date or Termination Date, as applicable.


“Discount Rate” means, for any
Tranche Period, the Eurodollar Rate or the Prime Rate.


“Disqualification Date” means,
(a) with respect to any Miscellaneous Receivable, the Outside Date and
(b) with respect to any other Receivable, the earlier to occur of (x) any
applicable Outside Date, and (y) the day on which the related Origination Home
is sold to any Person, other than an Originator; provided
that if a portion of a Receivable remains owing by the related Employer
following the closing of the sale of the related Origination Home and such
portion of such Receivable becomes a Billed Receivable to the related Employer
within five Business Days following the closing of such sale (and has not
previously been classified as a Billed Receivable), then the Disqualification
Date for such portion of such Receivable shall be the originally applicable
Outside Date for such Receivable.


“Document Schedule” means a
schedule in the form of Exhibit A-2, which schedule shall include (i) name of
each Relocating Employee and type of each Receivable to be added to the Net
Receivables Balance, (ii) the related Relocation Services Agreement, and (iii)
the current contact information for the related Employer.


“Dollar” and “$”
means lawful currency of the United States of America.


“Early Payment Fee” means, if any
Investment of a Purchaser allocated (or, in the case of a requested Purchase
not made by the Purchasers for any reason other than their default, scheduled
to be allocated) to a Tranche Period for a Eurodollar Tranche is reduced or
terminated before the last day of such Tranche Period (the amount of Investment
so reduced or terminated being referred to as the “Prepaid
Amount”), the cost to the relevant Purchaser of terminating or
reducing such Tranche, which for a Eurodollar Tranche will be determined based
on the difference between the LIBOR applicable to such Tranche and the LIBOR
applicable for a period equal to the remaining maturity of the Tranche on the
date the Prepaid Amount is received.



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“Eligible Employer” means an Included
Employer; provided that any Employer shall cease
to be an Eligible Employer if (i) any Receivable to which it is an Obligor
shall have become a Charge-Off, (ii) more than 50% of the Receivables as to
which it is an Obligor shall at any time remain unpaid past their
Disqualification Dates, or (iii) such Employer has suffered a Bankruptcy Event,
except in the case of Federal Mogul Corporation, USG Corporation or Delphi
Corporation or other Employer to the extent that the payment of the related
Receivables of such Employer have been approved (which approval has not been
rescinded) by the applicable bankruptcy court; and provided
further that the Agent may determine, in its sole discretion upon
notice to the Seller, that any Employer shall no longer be an Eligible Employer
with respect to any additional Receivables that might otherwise be proposed to
be included in Eligible Receivables following such determination by the Agent.


“Eligible Home” is a one or
two-family principal residence owned by the related Relocating Employee of an
Eligible Employer as to which the related Originator has agreed to provide home
marketing assistance; provided that
such residence must be within the United States, and such residence is not any
of the following (unless approved by the Agent): income producing property,
resort property, mobile home, cooperative unit, farm, home with acreage in
excess of five acres or acreage that does not conform to the immediate area,
property on which clear title cannot be delivered, property which does not
qualify for conventional mortgage financing, property containing or located by
hazardous materials, vacant land, residence that is not Fannie Mae approved or
income property other than two-family dwellings, property that has
EFS/synthetic stucco exterior finishing, and property in which an inspection by
the related Originator disclosed defects which render the property unmarketable
if the Relocating Employee does not repair such defects in a manner
satisfactory to the related Originator.


“Eligible Receivable”
means, at any time, any Receivable:


(i)    each Obligor of which (A) is a resident of,
organized under the laws of, and with its chief executive office in, the United
States; (B) is not an Affiliate of any of the SIRVA Entities; (C) is not a
government or a governmental subdivision or agency (provided that an Obligor
may be the United States or any Federal department or agency thereof subject to
the Federal Assignment of Claims Act, provided that the requirements of such
Act have been complied with to the satisfaction of the Agent); and (D) is
either an Eligible Relocating Employee or an Eligible Employer in good
standing;


(ii)   which is stated to be due and payable by the
Disqualification Date therefor, and as to which the Disqualification Date has
not occurred;


(iii)  which is not a Defaulted Receivable or a
Charge-Off;


(iv)  which is an “account”,
“payment intangible” or “chattel paper” within the meaning of Section 9-105
and Section 9-106, respectively of the UCC of all applicable
jurisdictions;


(v)   which is denominated and payable only in
Dollars in the United States;


(vi)  (A) in the case of a Receivable originated by
SIRVA Relo or Executive Relo, which arises in respect of an Equity Advance, a
Final Equity Payment, a Mortgage Payment 



 I-8
 






 



or a Miscellaneous Receivable, in each case related to
an Eligible Home and an Eligible Relocating Employee under an Eligible
Relocation Services Agreement and (in the case of an Equity Advance) an
Eligible Relocating Employee Contract, each of which is in full force and
effect and constitutes the legal, valid and binding obligation of the related
Obligor enforceable against such Obligor in accordance with its terms subject
to no counterclaim, defense or other Adverse Claim (other than Permitted
Exceptions), and is not an executory contract or unexpired lease within the
meaning of Section 365 of the Bankruptcy Code;or (B) in the case of a
Receivable originated by SIRVA Global, which arises in respect of a
Miscellaneous Receivable related to an Eligible Relocating Employee under an
Eligible Relocation Services Agreement, which is in full force and effect and
constitutes the legal, valid and binding obligation of the related Obligor
enforceable against such Obligor in accordance with its terms subject to no
counterclaim, defense or other Adverse Claim, and is not an executory contract
or unexpired lease within the meaning of Section 365 of the Bankruptcy
Code;


(vii)         as to which the related Originator has
performed all of its obligations then required to be performed under the
related Relocating Employee Contract and Relocation Services Agreement;


(viii)        which arises under an Eligible
Relocating Employee Contract (if applicable) and an Eligible Relocation
Services Agreement, each of which (A) contains an obligation to pay a
specified sum of money and is subject to no contingencies, (B) except for
Permitted Exceptions, does not require the Obligor under such contract to
consent to the transfer, sale or assignment of the rights to payment under such
contract, (C) does not contain a confidentiality provision that purports
to restrict any Purchaser’s exercise of rights under this Agreement, including,
without limitation, the right to review such contract, (D) in the case of such
Eligible Relocation Services Agreement, is completely and accurately described
in Schedule III and (E) as to which
the Seller is in compliance with its obligations under Section 5.6 (if
applicable);


(ix)           as to which, if it is a Relocating
Employee Receivable, the related Employer is fully obligated to pay the
Relocating Employee Receivable through a guaranty, loss indemnity or
reimbursement obligation under the related Relocation Services Agreement;


(x)            which
does not, in whole or in part, contravene any law, rule or regulation
applicable thereto (including those relating to usury, truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy), which contravention would reasonably be
expected to have a Material Adverse Effect;


(xi)           which satisfies in all material
respects all applicable requirements of the Credit and Collection Policy and
was generated in the ordinary course of the related Originator’s business;


(xii)          as to which the related Specified
Documents have been delivered to a Custodian, and the Document Schedule has
been delivered to the Agent and the Custodian, in accordance with Section 2.1;



 I-9
 






 



(xiii)         which has not been extended, amended,
rescinded or cancelled;


(xiv)        which is not subject to any asserted
reduction (including, without limitation, any reduction on account of any
offsetting account payable of the related Originator or the Seller to an
Obligor, any Advance Employer Payment made by the relevant Obligor),
cancellation, rebate or refund or any dispute, offset, counterclaim, lien or
defense whatsoever; provided that a
Receivable that is subject only in part to any of the foregoing but otherwise
qualifies as an Eligible Receivable shall be an Eligible Receivable to the
extent not subject to reduction, cancellation, refund, dispute, offset,
counterclaim, lien or other defense;


(xv)         [RESERVED];


(xvi)        with respect to any Unbilled
Miscellaneous Receivable, such Receivable has been originated by Executive
Relo; provided, however, that no Unbilled
Miscellaneous Receivable described in clause (i) of the definition of “Miscellaneous
Receivable” may be an Eligible Receivable;


(xvii)       with respect to a Receivable related to
any Included Employer, such Receivable is of a type shown to be a permitted
Eligible Receivable opposite the name of such Employer in Schedule III
hereto; and


(xviii)      with respect to any Receivable of an
Eligible Employer subject to a Bankruptcy Event, the payment of the Receivable
of such Employer has been approved (which approval has not been rescinded) by
the applicable bankruptcy court.


“Eligible Receivables Balance”
means, at any time, the aggregate outstanding principal balance of all
Receivables included in the Eligible Receivables as of the most recent
Measurement Date and the aggregate outstanding principal balance of all
Eligible Receivables arising after the most recent Measurement Date.  For the avoidance of doubt, the Eligible
Receivables Balance does not include any Receivables paid since the most recent
Measurement Date.


“Eligible Relocating Employee” means
a Relocating Employee who (i) is eligible for an extension of credit under the
Credit and Collection Policy, (ii) has the legal capacity to enter into a
binding contract, and (iii) to the knowledge of the Servicer and the Seller, is
not the subject of a Bankruptcy Event.


“Eligible Relocating Employee Contract”
means a Relocating Employee Contract prepared, completed and executed under an
Eligible Relocation Services Agreement, and relating to an Origination Home
that is an Eligible Home, in accordance with (i) forms delivered to the Agent
prior to the date hereof, (ii) the Credit and Collection Policy and (iii) the
related Eligible Relocation Services Agreement.


“Eligible Relocation Services Agreement”
means, at any time, a Relocation Services Agreement



 I-10
 






 



(i)            which is listed on Schedule III;


(ii)           which has been duly executed and
delivered by the relevant Included Employer, has not expired or terminated in
accordance with its terms and is otherwise in full force and effect;


(iii)          (subject to the Permitted Exceptions)
the rights to payment under which are assignable without the consent of the
Employer party thereto or any other Person (other than the related Originator),
other than any such consent which has been obtained and remains in effect;


(iv)          under which all Billed Receivables are
payable by the Employer (a) in the case of a Receivable originated by SIRVA
Relo, not later than 60 days after the original date of the relevant invoice,
(b) in the case of a Receivable originated by Executive Relo, not later than 30
days after the original date of the related invoice and (c) in the case of a
Receivable originated by SIRVA Global, not later than 60 days after the
original date of the relevant invoice; and


 (v)          which
does not (A) provide for the grant of any Lien on any Origination Home or
other Related Assets to the related Employer or any other Person, (B) prohibit
the related Originator from granting a Lien on its interest in any Origination
Home covered thereby, or (C) otherwise conflict with any of the transactions
contemplated by the Transaction Documents.


“Eligible Title Company” means a
title company approved by the Required Purchasers that has executed and
delivered to the Agent a bailment and control agreement in form and substance
satisfactory to the Required Purchasers, provided that such agreement remains
in full force and effect.  For purposes
of this definition, agents selected by such title company, and for which such
title company takes responsibility in accordance with the terms of such
bailment and control agreement, shall be deemed to satisfy the requirements of
this definition.


“Employer” means an employer or
other Person (other than an individual) providing credit, liquidity or other
support to the payment of an Relocating Employee Receivable.


“Employer Receivable”  means each obligation of an Employer to make
payments under an Included Relocation Services Agreement, including without
limitation any Miscellaneous Receivable and any obligation to guarantee payment
of a Relocating Employee Receivable, or to make payments in respect of any
Equity Advance, Final Equity Payment, Mortgage Payment or Loss on Sale or other
shortfall in the payment of such Relocating Employee Receivable following the
disposition of any Origination Home, and any obligation to pay interest in
respect of any of the foregoing.


“Equity Advance” means a loan
made by the related Originator to a Relocating Employee to fund the down
payment on the Destination Home prior to the closing of the sale on the
Origination Home.


“ERISA” means the Employee
Retirement Income Security Act of 1974, as amended from time to time.



 I-11














 


“Eurodollar Rate” means for any
Tranche Period for a Eurodollar Tranche, the sum of (a) LIBOR for such
Tranche Period divided by 1 minus the “Reserve Requirement”
plus (b) the Applicable Class A Margin (with respect to Class A
Investments) or the Applicable Class B Margin (with respect to Class B
Investments) plus (c) on or after the occurrence of a Termination Event or
in any event after December 31, 2007, 2.0%; where “Reserve
Requirement” means, for any Tranche Period for a Eurodollar Tranche,
the maximum reserve requirement imposed during such Tranche Period on “eurocurrency liabilities” as currently defined in
Regulation D of the Board of Governors of the Federal Reserve System.


“Eurodollar Tranche” is defined
in the definition of “Tranche”.


“Excluded Receivable” means, with
respect to an Employer that has been identified to the Agent and the Purchasers
in a written notice as described in the proviso to the definition of Included
Employer, the following:  (i) a
Relocating Employee Receivable arising after the related Exclusion Date (as
defined in such proviso), provided that
no other payment obligation of, or relating to, the related Relocating Employee
is then included in the Eligible Receivables Balance, and (ii) Employer
Receivables that relate solely to such Relocating Employee.


“Executive Relo” is defined in
the first paragraph hereof.


“Federal Funds Rate” for any day
the greater of (i) the highest rate per annum as determined by LaSalle at
which overnight Federal funds are offered to LaSalle for such day by major
banks in the interbank market, and (ii) if LaSalle is borrowing overnight
funds from a Federal Reserve Bank that day, the highest rate per annum at which
such overnight borrowings are made on that day. 
Each determination of the Federal Funds Rate by LaSalle shall be
conclusive and binding on the Seller except in the case of manifest error.


“Fee Letter” means the letter
agreement between the SIRVA Entities and the Agent.


“Final Equity Payment” is a
payment to a Relocating Employee of an amount equal to the excess, if any, of
(i) the Sale Contract Price for such Relocating Employee’s Origination Home
minus (ii) the amount owed in respect of any Adverse Claims (including
mortgages and deeds of trust) on such Origination Home minus (iii) the outstanding
balance of any Equity Advances in respect of such Origination Home, provided that the related Originator shall be entitled to be
reimbursed for the amount of such payment by the related Employer under the
terms of an Eligible Relocation Services Agreement.  For the avoidance of doubt, it is understood
and agreed that a Relocation Services Agreement (whether or not an Eligible
Relocation Services Agreement) that would be characterized as a “fixed fee”
arrangement in accordance with the Master Servicer’s customary practices prior
to the date hereof does not give rise to such a reimbursement obligation.


“Former Plan” means any employee
benefit plan in respect of which the Parent or a Commonly Controlled Entity has
engaged in a transaction described in Section 4069 or Section 4212(c) of
ERISA.


“GAAP” means generally accepted
accounting principles in the USA, applied on a consistent basis.



 I-12
 






 



“Governmental Authority” means
any (a) Federal, state, municipal or other governmental entity, board,
bureau, agency or instrumentality, (b) administrative or regulatory
authority (including any central bank or similar authority) or (c) court,
judicial authority or arbitrator, in each case, whether foreign or domestic.


“Guaranty” means the Second
Amended and Restated Guaranty, dated as of December 22, 2006, from the Parent
and NAVL for the benefit of Seller and its assignees, as the same may be
amended or modified in accordance with its terms.


“Included Employer” means an
Employer listed in Schedule III; provided that, with respect to any such
Employer, the Originators may designate an Employer for which no Excluded
Receivables will be sold to Seller after a specified date (the “Exclusion Date”), provided that
(i) the Originators shall have given the Agent and the Purchasers at least 15
Business Days’ prior written notice thereof, (ii) the Servicers and the Sellers
shall have the systems capability to exclude such Excluded Receivables from
subsequent reports and other information provided to the Agent and the
Purchasers, and (iii) the Agent, the Required Class A Purchasers and the
Required Class B Purchasers shall have consented to the exclusion of such
Excluded Receivables prior to giving effect thereto.


“Included Relocation Services Agreement”
means any Relocation Services Agreement with an Included Employer.


“Incremental Class A Purchase” is
defined in Section 1.1(b).


“Incremental Class B Purchase” is
defined in Section 1.1(e).


“Incremental Purchase” means an
Incremental Class A Purchase or an Incremental Class B Purchase.


“Incremental Purchase Request” is
defined in Section 1.1(c).


“Insolvency” means with respect
to any Multiemployer Plan, the condition that such Plan is insolvent within the
meaning of Section 4245 of ERISA.


“Investment”
means a Class A Investment or a Class B Investment.


“Investment Account” means
account number 5800691403 maintained by LaSalle, as securities intermediary, in
the name of the Agent, or such other account designated by the Agent.


“LaSalle” means LaSalle Bank
National Association in its individual capacity and not in its capacity as the
Agent.


“LIBOR” means, for any Tranche
Period for a Eurodollar Tranche or other time period, the per annum rate of
interest at which Dollar deposits in an amount comparable to the amount of the
relevant Eurodollar Tranche and for a period equal to such Tranche Period or
other period are offered in the London Interbank Eurodollar market at
11:00 a.m. (London, England time) two Business Days prior to the
commencement of such Tranche Period or other period, as displayed in the Bloomberg Financial Markets system (or other authoritative
source selected by the Agent 



 I-13
 






 



in its sole discretion) or, if the Bloomberg Financial Markets system or other authoritative
source is not available, as LIBOR is otherwise determined by the Agent in its
sole and absolute discretion.  The Agent’s
determination of LIBOR shall be conclusive, absent manifest error.


“Liquidation Period” means all
times on and after the Termination Date.


“Lock Box” means each post office
box or bank box to which Obligors are directed to send payments on Receivables.


“Lock-Box Account” means each
deposit account maintained by the Seller or a Servicer at a bank for the
purpose of receiving or concentrating Collections.


“Lock-Box Agreement” means an
agreement with a Lock-Box Bank, in form and substance satisfactory to the
Agent, under which the Agent controls the Lock-Box and Lock-Box Accounts at
such Lock-Box Bank.


“Lock-Box Bank” means a bank at
which a Lock-Box Account and/or Lock-Box is located.


“Loss on Sale” means, with
respect to any Origination Home, the excess of (a) the contract purchase price
for such Origination Home under the applicable Origination Home Purchase
Contract over (b) the purchase price paid by or on behalf of the
Origination Home Buyer of such Home under the applicable Origination Home Sale
Contract.


“Master Servicer” is defined in
the first paragraph hereof.


“Material Adverse Effect” means
an adverse effect on (i) any SIRVA Entity’s ability to perform its obligations
under or in connection with, or the enforceability of, any Transaction
Document, (ii) any SIRVA Entity’s business, financial condition or
prospects, (iii) the interests of the Agent or any Purchaser under or in
connection with any Transaction Document or (iv) the enforceability or collectibility
of any Receivable.


“Matured Aggregate Class A Investment”
means, at any time, the sum of the Matured Values of all Class A Investments of
all Class A Purchasers then outstanding.


“Matured Aggregate Class B Investment”
means, at any time, the sum of the Matured Values of all Class B Investments of
all Class B Purchasers then outstanding.


“Matured Value” means, of any
Investment, the sum of such Investment and all unpaid Discount, fees and other
amounts scheduled to become due (whether or not then due) on such Investment
during all Tranche Periods to which any portion of such Investment has been
allocated.


“Maximum Incremental Class A Purchase Amount”
means, at any time, the difference between the Class A Purchase Limit and the
Aggregate Class A Investment then outstanding.


“Maximum Incremental Class B Purchase Amount”
means, at any time, the difference between the Class B Purchase Limit and the
Aggregate Class B Investment then outstanding.



 I-14
 






 



“Measurement
Date” means the last day of each calendar month and any other
date designated as a Measurement Date by the Agent.


“Miscellaneous Receivable” means
an Employer Receivable in connection with (i) the sale of the Origination Home,
including without limitation, home sale commissions, title costs and appraisal
costs, (ii) the Relocating Employee’s move to the Destination Home, including
without limitation, expenses relating to locating a Destination Home, travel
expenses, the cost of shipping household goods and vehicles and any lump sum
moving allowances, and (iii) any other home sale and moving expense paid to the
Relocating Employee based on the related Included Employer’s relocation
policies.


“Monthly Delivery Date” means (i)
with respect to the March, June, September and December monthly periods of the
Master Servicer’s fiscal year (and with respect to November 2006, January 2007
and February 2007), the 45th day following the end of such monthly period, and
(ii) with respect to any other monthly period of such fiscal year, the 30th day
following the end of such monthly period.


“Monthly Report” is defined in
Section 3.3.


“Monthly Reporting Date” means
the second Business Day immediately prior to each Monthly Settlement Date.


“Monthly Settlement Date” means
(i) with respect to a month which ends on a day other than Thursday or Friday,
and provided that the Wednesday on which, or the Wednesday immediately prior to
which, such month ends is a Business Day, the first Friday of the next
succeeding month, and (ii) with respect to any other month, the second Friday
of the next succeeding month; provided in
each case that if such first or second Friday is not a Business Day, the
Settlement Date shall be the immediately succeeding Business Day.


“Moody’s” means Moody’s Investors
Service, Inc.


“Mortgage Payment” means an
advance made by the related Originator to repay a borrowing by a Relocating
Employee secured by such Relocating Employee’s Origination Home, provided that the related Originator shall be entitled to be
reimbursed for the amount of such payment by the related Employer under the
terms of an Eligible Relocation Services Agreement.  For the avoidance of doubt, it is understood
and agreed that a Relocation Services Agreement (whether or not an Eligible
Relocation Services Agreement) that would be characterized as a “fixed fee”
arrangement in accordance with the customary practices employed by the Master
Servicer prior to the date hereof does not give rise to such a reimbursement
obligation.


 “Multiemployer
Plan” means a Plan which is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.


“NAVL” means North American Van
Lines, Inc., a Delaware corporation.


“Net Receivables Balance” means
at any time (a) the Eligible Receivables Balance minus (b) the sum of
the following amounts, as determined without duplication as of the most 



 I-15
 






 



recent Measurement Date, (i) the portion of the
Eligible Receivable Balance in excess of the Concentration Limit for each
Employer, (ii) the Unbilled Miscellaneous Receivable Excess Concentration, and
(iii) all unapplied Advance Employer Payments; it being
understood that to the extent any of the items being deducted under
clause (b) may include Aged Equity/Mortgage Receivables, such Aged
Equity/Mortgage Receivables shall be included in such deducted items.


“Obligor” means a Relocating
Employee or an Employer.


“OFAC” is
defined in Section 5.1(d).


“Original Interest”
is defined in Section 1.1(a).


“Original Purchase and Sale Agreement” is
defined in the Purchase Agreement.


“Original Receivables Sale Agreement”
is defined in the recitals.


“Origination Home” is an Eligible
Home from which a Relocating Employee is moving in connection with his or her
relocation.


“Origination Home Buyer” means
the buyer (other than an Originator) of an Origination Home from the Relocating
Employee or an Originator, as the case may be.


“Origination Home Closing Agent”
means, with respect to any Origination Home, the title insurance company,
closing company or lawyer acting for the Servicer in connection with the resale
of such Origination Home.


“Origination Home Deed” means,
with respect to any Origination Home, a deed or other instrument of conveyance
executed by the related Relocating Employee that effects the conveyance of such
Origination Home pursuant to the related Origination Home Purchase Contract.


“Origination Homes in Inventory”
means an Origination Home which is subject to an executed Origination Home
Purchase Contract between the Relocating Employee and an Originator and which
has not yet been sold (or the sale of which has not been closed or the proceeds
of which have not been received) under an Origination Home Sale Contract.


“Origination Home Purchase Contract”
means the contract by which the related Originator purchases an Origination
Home from a Relocating Employee.


“Origination Home Sale Contract”
means the contract by which the related Originator sells an Origination Home to
an Origination Home Buyer.


“Originator” means each of SIRVA
Relo, Executive Relo and SIRVA Global.


“Outside Date” means:


(a)           with respect to any Equity Advance,
Final Equity Payment or Mortgage Payment, the earlier of (i) 270 days following
the funding of such Equity Advance by the related Originator and (ii) if the
related 



 I-16
 






 



Receivable is a Billed Receivable, the date specified
in clause (b) or (c) below, as applicable;


(b)           with respect to a Billed Receivable
originated by SIRVA Relo or SIRVA Global, 90 days following the date of invoice
for such Billed Receivable;


(c)           with respect to a Billed Receivable
originated by Executive Relo, 60 days following the due date for such Billed
Receivable; and


(d)           with respect to an Unbilled
Miscellaneous Receivable, 30 days after the services giving rise to such
Receivable have been performed.


“Parent” means SIRVA Worldwide,
Inc., a Delaware corporation.


“Payment Date” means a Monthly
Settlement Date, a Weekly Settlement Date and any other Business Day on which
Available Funds are on deposit in the Collection Account.


“PBGC” means the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV
of ERISA (or any successor thereto).


“Permitted Exceptions”
means any of the following:


(i)            delay in the recording of a deed,
mortgage or deed of trust that has been delivered to a Servicer in connection
with an Relocating Employee Receivable so long as a Recording Trigger Event has
not occurred;


(ii)           failure of the Seller and the
Servicers to deliver to the Custodian an executed original Relocating Employee
Note evidencing an Equity Advance so long as (A) with respect to any Relocating
Employee Receivable originated after June 25, 2004, the time elapsed since
the origination of such Relocating Employee Receivables does not exceed five
Business Days, and (B) a Recording Trigger Event has not occurred;


(iii)          failure of a Custodian to hold the
deeds described in clause (ii) of the definition of Specified Documents, provided that such deeds are held by an Origination Home
Closing Agent that has received the letter described in clause (viii) of such
definition; and


(iv)          the inclusion of restrictions on
assignment in an Included Relocation Services Agreement, provided
that (A) such restriction does not preclude the legal, valid and binding
assignment of rights to payment to the Agent and the Purchasers, and (B) if
applicable, the Originators are in compliance with their obligations under
Section 5.3 of the Purchase Agreement with respect thereto.


“Permitted Investments” means
(a) evidences of indebtedness issued by, or guaranteed by the full faith
and credit of, the federal government of the United States, (b) repurchase
agreements with banking institutions or broker-dealers the short term unsecured
indebtedness of which is rated at least “A-1+” (or the equivalent) by
S&P and at least “P-1” (or the equivalent) by Moody’s registered
under the Securities Exchange Act of 1934 which are fully secured by 



 I-17
 






 



obligations of the kind specified in clause (a),
(c) money market funds (i) rated not lower than the highest rating
category from Moody’s and “AAA m” or “AAAm-g,” from S&P or
(ii) which are otherwise acceptable to the Rating Agencies or (d) commercial
paper issued by any corporation incorporated under the laws of the USA and
rated at least “A-1+” (or the equivalent) by S&P and at least “P-1”
(or the equivalent) by Moody’s.  All
Permitted Investments must (1) be denominated and payable only in Dollars,
(2) not have an “r” designation if rated by S&P, and (3) must
mature (A) within thirty (30) days after the date of purchase thereof or
(B) by the date on which the funds so invested are needed in order to make
any payment required hereunder.


“Person” means an individual,
partnership, corporation, association, joint venture, Governmental Authority or
other entity of any kind.


“Plan” means at a particular
time, any employee benefit plan which is covered by ERISA and in respect of
which the Parent or a Commonly Controlled Entity is an “employer” as defined in
Section 3(5) of ERISA.


“Potential Termination Event”
means any Termination Event or any event or condition that with the lapse of
time or giving of notice, or both, would constitute a Termination Event.


“Prime Rate” means for any
period, the daily average during such period of (a) the greater of (i) the
floating commercial lending rate per annum of LaSalle (which rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer by LaSalle) announced from time to time as its
prime rate or equivalent for Dollar loans in the United States, changing as and
when said rate changes and (ii) the Federal Funds Rate plus 0.75% plus (b)
the Applicable Class A Margin (with respect to Class A Investments) or the
Applicable Class B Margin (with respect to Class B Investments) plus (c) on or
after the occurrence of a Termination Event or in any event after December 31,
2007, 2.00%.


“Prime Tranche” is defined in the
definition of “Tranche”.


“Principal
Distribution Amount” means, with respect to any Business Day,
the sum of (i) 85% of Available Funds deposited in the Collection Account
since the immediately preceding Payment Date, to the extent such funds represent
the payment on, or return of, principal on the Receivables, plus (ii) all
amounts required to be paid by the Seller pursuant to Section 1.4(a), 1.4(b)
and 1.4(c) but not yet paid.


“Purchase” means a Class A
Purchase or a Class B Purchase.


“Purchase Agreement” means the
Second Amended and Restated Purchase and Sale Agreement dated as of the date
hereof between the Seller and the Originators, as the same may be amended or
modified in accordance with its terms and the terms hereof.


“Purchase Date”
means a Class A Purchase Date or a Class B Purchase Date.


“Purchase Interest”
means a Class A Purchase Interest or Class B Purchase Interest.


“Purchaser”
means a Class A Purchaser or Class B Purchaser.



 I-18
 






 



“Ratable Share” means for each
Purchaser, such Purchaser’s Commitment(s) divided by the aggregate Commitments
of all Purchasers.


“Rating Agencies” means S&P
and Moody’s.


“Receivable” means a Relocating
Employee Receivable, taken together with the Employer Receivables under the
related Included Relocation Services Agreement and all Related Assets with
respect thereto; provided that the outstanding balance thereof shall be
determined without duplication.  Deemed Collections shall
reduce the outstanding balance of Receivables hereunder, so that any Receivable
that has its outstanding balance deemed collected shall cease to be a
Receivable hereunder after (x) the Servicer receives payment of such
Deemed Collections under Section 1.4(c) or (y) if such Deemed
Collection is received before the Termination Date, an adjustment to the Sold
Interests permitted by Section 1.4(d) is made.


“Receivables Balance” means, at
any time, the aggregate outstanding principal amount of all Receivables sold by
the Seller hereunder.


“Recording Trigger Event” means a
Servicer Replacement Event.


“Records” means, for any
Receivable, all contracts, books, records and other documents or information
(including computer programs, tapes, disks, software and related property and
rights) relating to such Receivable or the related Obligor.


“Related Assets”
means, with respect to the Receivables:


(a)           all rights and interests (including
without limitation ownership interests and liens) to and in any Origination
Home and/or other real or personal property arising under or related to the
related Relocating Employee Contracts, whether or not evidenced by a deed and
whether or not any such deed has been recorded, and all proceeds of the sale or
other disposition of any such property, including, without limitation, the
Origination Homes, the Origination Home Purchase Contracts, the Origination
Home Sale Contracts and all proceeds thereof;


(b)           all interest accrued or to accrue
under the Relocating Employee Relocation Services Agreements and the Relocation
Services Agreements, including without limitation interest on Equity Advances,
Mortgage Payments, Final Equity Payments and Miscellaneous Receivables;


(c)           all other collateral or other support
arrangements made in connection with such Receivables or property, including
all warranty and indemnity claims, all lien filings and all guaranties;


(d)           all security deposits delivered to an
Originator in connection with any of the foregoing;


(e)           all rights to any payment of rent or
similar amounts in connection with any of the foregoing;



 I-19
 






 



(f)            all rights in respect of the Purchase
Agreement, the Guaranty, the Relocating Employee Contracts, the Relocation
Services Agreements, any purchase or sale contract, servicing agreement,
interest rate hedge arrangement or other contract or agreement in connection
with the foregoing;


(g)           any insurance (including without
limitation title, hazard, casualty and credit insurance) and condemnation
proceeds with respect to any of the foregoing;


(h)           all Records relating to such
Receivables;


(i)            the Collection Account, the Lock-Box
Accounts, the Investment Account and funds, investments, financial assets or
other property credited to either such account; and


(j)            all other proceeds of any of the
foregoing, including without limitation all present and future claims, demands,
causes of action, chooses in action and other general intangibles in respect of
any or all of the foregoing and all of the proceeds of every kind and nature
whatsoever in respect of any of the foregoing, whether in the form of cash or
other liquid property, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance payments,
condemnation awards, instruments or other property.


“Relocating Employee” means (i) a
person obligated to make payments in respect of an extension of credit to him or
her by an Originator, as evidenced by a Relocating Employee Contract, or (ii) a
person whose Origination Home may be transferred to, and/or disposed of by, an
Originator in order to satisfy obligations due in connection with a Relocating
Employee Contract.


“Relocating Employee Contract”
means a contract with a Relocating Employee pursuant to which a Relocating
Employee Receivable arises including, without limitation, a note evidencing any
Equity Advance.


“Relocating Employee Receivable” means
each obligation of an Relocating Employee to make payments in respect of an
Equity Advance by an Originator to him or her, and/or such Relocating Employee’s
obligation to transfer, or permit the disposition of, his or her Origination
Home to repay or reimburse an Originator for any such Equity Advance, Final
Equity Payment or Mortgage Payment, including without limitation any rights to
any interest or finance charges arising in connection therewith.


“Relocation Service Fee” means
the fee payable to an Originator by an Employer under the Relocation Services
Agreement of such Employer with respect to the marketing and sale of a
particular Origination Home.


“Relocation Services Agreement”
means any relocation services agreement between an Originator and an Employer.


“Reorganization” means with
respect to any Multiemployer Plan, the condition that such plan is in
reorganization within the meaning of Section 4241 of ERISA.



 I-20
 






 



“Reportable Event” means any of
the events set forth in Section 4043(c) of ERISA, other than those events as to
which the thirty day notice period is waived under PBGC Reg. § 2615 or any
successor regulation thereto.


“Required Class A Purchasers”
means Class A Purchasers holding more than 55% of the Class A Commitments (or,
if two Class A Purchasers hold more than 55% of the Class A Commitments, at
least three Class A Purchasers holding more than 55% of the Class A
Commitments).


“Required Class B Purchasers”
means Class B Purchasers holding more than 55% of the Class B Commitments (or,
if two Class A Purchasers hold more than 55% of the Class B Commitments, at
least three Class B Purchasers holding more than 55% of the Class B
Commitments).


“Required Purchasers” means,
prior to payment in full of all Class A Outstandings, the Required Class A
Purchasers and thereafter the Required Class B Purchasers.


“Reserved Collection Matters”
means decisions taken when no Termination Event exists regarding settlement
and/or whether to initiate or proceed with litigation regarding the collection
of Receivables identified in writing by the Servicers to the Agent as Reserved
Collection Matters in an aggregate amount not in excess of $1,000,000.


“Responsible Person” means any
executive officer or director of, or any Person (or group of related Persons
for purposes of Section 13(d) of the Securities Exchange Act of 1934) that own
or control 5% or more of the equity in, SIRVA, Inc. or any of its Affiliates.


“Sale
Contract Price” means, with respect to any Origination Home,
the price required to be paid thereunder by the purchaser of such Origination
Home under a valid and binding sale contract, which contract shall not be
subject to any contingency other than a financing contingency.


“S&P” means Standard &
Poor’s Ratings Services.


“Second Restatement Date” means
the date on which all of the conditions precedent set forth in Section 7.1 are
satisfied or waived by the Agent and the Purchasers.


“Seller” is defined in the first
paragraph hereof.


“Seller Account” means the Seller’s
account number 30-0144740/5800691395 at National City Bank, or such other
account designated by the Seller to the Agent with at least ten (10) days
prior notice.


“Servicer” is defined in
Section 3.1(a).


“Servicer Fee” is defined in
Section 3.5.


“Servicer Replacement Event”
means the occurrence of any Termination Event.



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“Settlement” means the sum of all
claims and rights to payment pursuant to Section 1.4 or 1.6 or any other
provision owed to Purchasers (or owed to the Agent or the Servicer for the
benefit of the Purchasers) by the Seller that, if paid, would be applied to
reduce the Purchasers’ Investments.


“Single Employer Plan” means any
Plan which is covered by Title IV of ERISA, but which is not a Multiemployer
Plan.


“SIRVA Credit Agreement” means
Credit Agreement dated as of December 1, 2003, as amended through the Second
Restatement Date, among Parent, certain subsidiaries thereof, the several
lenders party thereto, JPMorgan Chase Bank, as administrative agent, Banc of
America Securities LLC, as syndication agent, and Credit Suisse First Boston,
Deutsche Bank Securities Inc. and Goldman Sachs Credit Partners L.P. as
documentation agents.


“SIRVA Entity” means any of the
Parent, NAVL, the Seller, the Servicers and the Originators.


“SIRVA Global” is defined in the
first paragraph hereof.


“SIRVA Mortgage”
means  SIRVA Mortgage, Inc., a wholly
owned subsidiary of CMS Holding, LLC and an indirect wholly owned subsidiary of
SIRVA, Inc.


“SIRVA Relo” is defined in the
first paragraph hereof.


“Sold Interests” means the Class
A Sold Interest and the Class B Sold Interest.


“Special Obligor” means (i)
Pricewaterhouse Coopers LLP, and (ii) any other Included Employer so designated
in writing by the Agent with the written consent of the Required Class A
Purchasers and the Required Class B Purchasers following a request to do so by
the Seller.


“Special Obligor Limit” means the
following percentage of the Eligible Receivables Balance for the following
Special Obligor:  (i) for Pricewaterhouse
Coopers LLP, 15% and (ii) for any other Special Obligor, such other
Special Obligor Limit as the Agent with the written consent of the Required
Class A Purchasers and the Required Class B Purchasers may designate in a
written notice to the Seller for such Special Obligor.


“Specified Adjustments”
means adjustments to the financial results of SIRVA, Inc. for the periods and
in amounts materially similar to the amounts specified in SIRVA, Inc.’s Form
8-K filed September 21, 2005, to be evidenced by restatements of SIRVA, Inc.’s
financial statements for the fiscal year ended December 31, 2004 to be made available
to the Agent and the Purchasers no later than November 30, 2005; provided,
however, that (x) except as has been disclosed by the Servicers to the
Purchasers in the supplement to the Fee Letter delivered in connection with the
First Amendment dated as of March 31, 2005 to the Original Receivables Sale
Agreement, such adjustments do not result from (and are not alleged by any
Governmental Authority or Responsible Person to have resulted from) fraud,
misconduct or similar circumstances, and (y) such adjustments do not have a
Material Adverse Effect.


“Specified Documents” means, with
respect to any Receivable,



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(i) in the case of an
Equity Advance, the original (or to the extent of Permitted Exceptions a copy)
of an executed promissory note payable by the related Relocating Employee,


(ii) in the case of a
Final Equity Payment or Mortgage Payment Advance, the original Origination Home
Deed (or to the extent of Permitted Exceptions a copy thereof), which deed
provides the basis for the transaction giving rise to such Relocating Employee
Receivable and shall be in recordable form and shall name the Seller (or, with
respect to deeds received prior to the date hereof, an Originator) as the owner
of such Origination Home, together with an identical original deed in
recordable form (or to the extent of Permitted Exceptions a copy thereof),
which deed is executed by the Seller or an Originator, as applicable, in blank
or to the Origination Home Buyer,


(iii) any guarantees of
the related Relocating Employee Receivable,


(iv) in the case of a
Final Equity Payment or Mortgage Payment Advance, an original executed copy of
any pending contract for the purchase or sale of such Origination Home,


(v) in the case of a
Final Equity Payment or Mortgage Payment Advance, any original title policy or
title commitment executed in connection with such purchase or sale agreement,
which title policy or commitment shall name the Seller and its assigns as
beneficiaries,


(vi) if applicable, an
original executed copy of any mortgage or deed of trust executed by such
Relocating Employee in connection with such Relocating Employee Receivable,
together with an assignment of such mortgage or deed of trust in recordable
form executed in blank by the Relocating Employee or the related Originator,


(vii) an original
executed copy of the related Relocation Services Agreement, and


(viii) a copy of the
written direction to the related Origination Home Closing Agent to send the
proceeds of the sale of the Origination Home to the Collection Account.


“Subordinated Note” means a
revolving promissory note issued by the Seller to an Originator under the
Purchase Agreement.


“Subservicer” is defined in the
first paragraph hereof.


“Subsidiary” means any Person of
which at least a majority of the voting stock (or equivalent equity interests)
is owned or controlled by such Person or by one or more other Subsidiaries of
such Person.


“Taxes” means all taxes, charges,
fees, levies or other assessments (including income, gross receipts, profits,
withholding, excise, property, sales, use, license, occupation and franchise
taxes and including any related interest, penalties or other additions) imposed
by any jurisdiction or taxing authority (whether foreign or domestic).



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“Termination Date” means the
earliest of (a) the Business Day designated by the Seller with no less
than thirty (30) days’ (or, during the continuance of a Trigger
Event, five (5) Business Days’) prior notice to the Agent, (b) the date of
the occurrence of a Termination Event described in clause (e) of the definition
of Termination Event, (c) the date designated by the Agent to the Seller at any
time after the occurrence and during the continuance of any other Termination
Event and (d) September 30, 2007.


“Termination Event”
means the occurrence of any one or more of the following:


(a)           any representation, warranty,
certification or statement made, or deemed made by any SIRVA Entity in, or
pursuant to, any Transaction Document proves to have been incorrect in any
material respect when made or deemed made; or


(b)           any SIRVA Entity fails to make any
payment or other transfer of funds hereunder when due (including any payments
under Section 1.4(a)); or


(c)           the Seller or the Servicer fails to
observe or perform any covenant or agreement contained in Sections 3.3,
5.1(b), 5.1(e), 5.1(g), 5.1(i), 5.1(j), 5.2(b), 5.2(e), 5.2(h) or 5.2(i) of
this Agreement or any Originator fails to observe or perform any covenant or
agreement contained in Sections 5.1(b), 5.1(e), 5.1(g), 5.1(i) or 5.1(j)
of the Purchase Agreement; or


(d)           any SIRVA Entity fails to observe or
perform any other term, covenant or agreement under any Transaction Document,
and such failure remains unremedied for 15 Business Days; or


(e)           any SIRVA Entity suffers a Bankruptcy
Event; or


(f)            the Dilution Ratio exceeds 2% for
any calendar month, or the Default Ratio exceeds 12% for any calendar month; or


(g)           (i) any SIRVA Entity, directly or
indirectly, disaffirms or contests in writing the validity or enforceability of
any Transaction Document or (ii) any Transaction Document fails to be the
enforceable obligation of any SIRVA Entity party thereto; or


(h)           (i) any SIRVA Entity (A) generally
does not pay its debts as such debts become due or admits in writing its
inability to pay its debts generally or (B) fails to pay any of its
indebtedness (except in aggregate principal amount of less than $10,000,000) or
defaults in the performance of any provision of any agreement under which such
indebtedness was created or is governed and such default permits such indebtedness
to be declared due and payable or to be required to be prepaid before the
scheduled maturity thereof or (ii) a default or termination or similar event
occurs under any agreement providing for the sale, transfer or conveyance by
SIRVA Entity of any of its financial assets; or


(i)            any event of default occurs under
the SIRVA Credit Agreement; provided that no waiver thereunder or amendment
thereof with respect to any events of default under, or any financial covenants
(including defined terms as used therein) contained in, 



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the Sirva Credit Agreement shall be effective for
purposes of this Agreement unless the Agent shall have consented thereto in
writing; or


(j)            SIRVA, Inc. ceases to own (directly
or indirectly) all of the issued and outstanding shares of capital stock,
membership interests or other equity interests of any other SIRVA Entity; or


(k)           during the past twelve months more
than ten percent of the average number of Employers that were parties to
Relocation Services Agreements over the past twelve months have given notice of
termination of such Relocation Service Agreements; or


(l)            on or after December 31, 2007, the
Sold Interests shall be greater than $0 or any other amount owed to the Agent
or the Purchasers shall remain unpaid; or


(m)          any Person shall engage in any “prohibited
transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Plan, (ii) any “accumulated funding deficiency” (as defined in
Section 302 of ERISA), whether or not waived, shall exist with respect to any
Plan or any Adverse Claim in favor of the PBGC or a Plan shall arise on the
assets of any SIRVA Entity or any Commonly Controlled Entity, (iii) a
Reportable Event shall occur with respect to, or proceedings shall commence to
have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of
proceedings or appointment of a trustee is reasonably likely to result in the
termination of such Plan for purposes of Title IV of ERISA (other than a
standard termination pursuant to Section 4041(b) of ERISA), (iv) any Single
Employer Plan shall terminate for purposes of Title IV of ERISA (other than a
standard termination pursuant to Section 4041(b) of ERISA), (v) any SIRVA
Entity or other Commonly Controlled Entity shall, or is reasonably likely to,
incur any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan, (vi) the occurrence or expected
occurrence of any event or condition which results or is reasonably likely to
result in any SIRVA Entity’s or any Commonly Controlled Entity’s becoming
responsible for any liability in respect of a Former Plan (other than a
standard termination pursuant to Section 4041(b) of ERISA), or (vii) any other
event or condition shall occur or exist with respect to a Plan; and in each
case in clauses (i) through (vii) above, such event or condition, together with
all other such events or conditions, if any, would be reasonably expected to result
in liability which would have a Material Adverse Effect; or


(n)           one or more judgments or decrees
shall be entered against any SIRVA Entity involving in the aggregate at any
time a liability (net of any insurance or indemnity payments actually received
in respect thereof prior to or within 60 days from the entry thereof, or to be
received in respect thereof in the event any appeal thereof shall be
unsuccessful) of $10,000,000 or more, and all such judgments or decrees shall
not have been vacated, discharged, stayed or bonded pending appeal within 60
days from the entry thereof.



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“Tranche” means a portion of the
Investment of the Purchasers allocated to a Tranche Period pursuant to
Section 1.2.  A Tranche is a
Eurodollar Tranche or Prime Tranche depending whether Discount accrues during
its Tranche Period based on a Eurodollar Rate or Prime Rate.


“Tranche Period” means a period
of days ending on a Business Day selected pursuant to Section 1.2, which
(i) for a Eurodollar Tranche shall be a period of seven days, one month, two
months or three months, and (ii) for a Prime Tranche shall be a number of
days, not to be less than 2 days and not to exceed 30 days.


“Transaction Documents” means
this Agreement, the Fee Letter, the Purchase Agreement, the Subordinated Notes,
the Guaranty, the Bailment Agreements, the Consents to Assignment, and all
other documents, instruments and agreements executed or furnished in connection
herewith and therewith.


“Transfer Supplement” means an
agreement among the parties hereto pursuant to which an existing Purchaser
transfers an interest in its rights and obligations hereunder.


“Trigger Event” is defined in the
Purchase Agreement.


“UCC” means, for any state, the
Uniform Commercial Code as in effect in such state.


“Unbilled Miscellaneous
Receivable” means a Miscellaneous Receivable that is not a Billed
Receivable.


“Unbilled Miscellaneous Receivable Excess
Concentration” means at any time (a) the aggregate
outstanding principal balance of all Unbilled Miscellaneous Receivables included
in the Eligible Receivables, minus (b) 15% of the Eligible Receivables Balance.


“United States” means the United
States of America (including all states and political subdivisions thereof).


“Unsold Origination Home Receivable” means
a Receivable incurred in respect of an Equity Advance, Final Equity Payment or
Mortgage Payment on an Origination Home that has not yet been sold to an
Origination Home Buyer (or the sale of which has not been closed or the sale
proceeds of which have not been received).


“Unused Class A Commitment”
means, for any Class A Purchaser at any time, the difference between its Class
A Commitment and its Class A Investment then outstanding.


“Unused Class B Commitment”
means, for any Class B Purchaser at any time, the difference between its Class
B Commitment and its Class B Investment then outstanding.


“Weekly Report”
means the report of the Master Servicer substantially in the form of Exhibit
C-2.


“Weekly Reporting Date” means
Thursday of each week or, if such day is not a Business Day, the immediately
preceding Business Day, or such other day as the Agent may approve.



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“Weekly Settlement Date”
means the first Business Day following a Weekly Reporting Date.


The foregoing definitions shall be equally applicable
to both the singular and plural forms of the defined terms.  Unless otherwise inconsistent with the terms
of this Agreement, all accounting terms used herein shall be interpreted, and
all accounting determinations hereunder shall be made, in accordance with
GAAP.  Amounts to be calculated hereunder
shall be continuously recalculated at the time any information relevant to such
calculation changes.



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