Exhibit
10.2


SECOND AMENDED AND
RESTATED

PURCHASE AND SALE AGREEMENT


Dated as of December 22,
2006


between


SIRVA RELOCATION LLC,

EXECUTIVE RELOCATION CORPORATION


and


SIRVA GLOBAL RELOCATION,
INC.,

as Originators,


and


SIRVA RELOCATION CREDIT,
LLC,

as Buyer















 


 


	
  SECTION 1.

  	
   

  	
  DEFINITIONS AND RELATED
  MATTERS

  	
   

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Defined Terms

  	
   

  	
  1

  	
   

  
	
  1.2

  	
   

  	
  Other Interpretive
  Matters

  	
   

  	
  2

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  2.

  	
   

  	
  AGREEMENT TO PURCHASE
  AND SELL

  	
   

  	
  3

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.1

  	
   

  	
  Purchase and Sale

  	
   

  	
  3

  	
   

  
	
  2.2

  	
   

  	
  Timing of Purchases

  	
   

  	
  3

  	
   

  
	
  2.3

  	
   

  	
  Purchase Price

  	
   

  	
  3

  	
   

  
	
  2.4

  	
   

  	
  Specified Documents

  	
   

  	
  5

  	
   

  
	
  2.5

  	
   

  	
  No Recourse or
  Assumption of Obligations

  	
   

  	
  5

  	
   

  
	
  2.6

  	
   

  	
  Security Interest

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  3.

  	
   

  	
  ADMINISTRATION AND
  COLLECTION

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Originators to Act as
  Master Servicer and Subservicer

  	
   

  	
  5

  	
   

  
	
  3.2

  	
   

  	
  Deemed Collections

  	
   

  	
  6

  	
   

  
	
  3.3

  	
   

  	
  Actions Evidencing
  Purchases

  	
   

  	
  6

  	
   

  
	
  3.4

  	
   

  	
  Application of
  Collections

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  4.

  	
   

  	
  REPRESENTATIONS AND
  WARRANTIES

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Originator
  Representations and Warranties

  	
   

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  5.

  	
   

  	
  GENERAL COVENANTS

  	
   

  	
  8

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Covenants

  	
   

  	
  8

  	
   

  
	
  5.2

  	
   

  	
  Corporate Separateness

  	
   

  	
  11

  	
   

  
	
  5.3

  	
   

  	
  Deeds

  	
   

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  6.

  	
   

  	
  TERMINATION OF
  PURCHASES

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Voluntary Termination

  	
   

  	
  12

  	
   

  
	
  6.2

  	
   

  	
  Automatic Termination

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  7.

  	
   

  	
  INDEMNIFICATION

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Originator Indemnity

  	
   

  	
  12

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION
  8.

  	
   

  	
  MISCELLANEOUS

  	
   

  	
  13

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Amendments, Waivers,
  Etc

  	
   

  	
  13

  	
   

  
	
  8.2

  	
   

  	
  Assignment of this
  Agreement

  	
   

  	
  14

  	
   

  
	
  8.3

  	
   

  	
  Binding Effect;
  Assignment

  	
   

  	
  14

  	
   

  
	
  8.4

  	
   

  	
  Survival

  	
   

  	
  14

  	
   

  
	
  8.5

  	
   

  	
  Costs, Expenses and
  Taxes

  	
   

  	
  14

  	
   

  
	
  8.6

  	
   

  	
  Headings; Counterparts

  	
   

  	
  15

  	
   

  
	
  8.7

  	
   

  	
  Cumulative Rights and
  Severability

  	
   

  	
  15

  	
   

  
	
  8.8

  	
   

  	
  Governing Law;
  Submission to Jurisdiction

  	
   

  	
  15

  	
   

  
	
  8.9

  	
   

  	
  Waiver of Trial by Jury

  	
   

  	
  15

  	
   

  
	
  8.10

  	
   

  	
  Entire Agreement

  	
   

  	
  15

  	
   

  
	
  8.11

  	
   

  	
  No Proceedings

  	
   

  	
  15

  	
   

  
	
  8.12

  	
   

  	
  Confidentiality

  	
   

  	
  15

  	
   

  
	
  8.13

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  16

  	
   

  



 



 ii
















THIS AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT dated as of December 22, 2006 (this “Agreement”) is between SIRVA RELOCATION
LLC, a Delaware limited liability company (“SIRVA Relo”),
EXECUTIVE RELOCATION CORPORATION, a Michigan corporation (“Executive
Relo”), SIRVA GLOBAL RELOCATION, INC., a Delaware corporation (“SIRVA Global” and, together with SIRVA Relo and Executive
Relo, collectively, the “Originators”
and individually an “Originator”),
and SIRVA RELOCATION CREDIT, LLC, a Delaware limited liability company (“Buyer”).


RECITALS


A.            SIRVA Relo, Executive Relo and Buyer are party to that
certain Amended and Restated Purchase and Sale Agreement dated as of December
23, 2005 (as heretofore amended or otherwise modified, the “Original Purchase and Sale Agreement”), pursuant to which
SIRVA Relo and Executive Relo have sold to Buyer all of their right, title and
interest in, to and under the “Receivables” (as defined in the Original
Purchase and Sale Agreement), the “Collections” (as defined in the Original
Purchase and Sale Agreement) and all proceeds of the foregoing.


B.            The Originators and Buyer wish to amend and restate the
Original Purchase and Sale Agreement in the form of this Agreement in order to,
among other things, (1) reflect the concurrent amendment and restatement of the
“Second Tier Agreement” (as defined in the Original Purchase and Sale
Agreement), and (2) add SIRVA Global as an Originator hereunder.


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


SECTION 1.         DEFINITIONS
AND RELATED MATTERS


1.1           Defined Terms.  In this Agreement, unless otherwise
specified: (a) capitalized terms are used as defined in Schedule I to the
Second Amended and Restated Receivables Sale Agreement dated as of December 22,
2006 (as amended or modified from time to time, the “Second Tier Agreement”), among Buyer, SIRVA Relo, as the
Master Servicer, Executive Relo and SIRVA Global, as Subservicers, LaSalle Bank
National Association, as agent for the Purchasers (“Agent”)
and the Purchasers from time to time party thereto (the “Purchasers”),
as such agreement may be amended or modified from time to time; and (b) terms
defined in Article 9 of the UCC and not otherwise defined herein are used as
defined in such Article 9.


In addition, the following terms will have the
meanings specified below:


“Closing Date”
means the date on which the First Purchase and Sale Agreement and the First Second
Tier Agreement became effective in accordance with their terms.


“Excluded Losses”
has the meaning assigned thereto in Section 7.2.


“First Purchase and Sale Agrement” means the
Purchase and Sale Agreement dated as of June 30, 2004, as amended prior to the
Original Purchase and Sale Agreement, between the Buyer and SIRVA Relo.









 



“First Second Tier Agreement” means the
Receivables Sale Agreement dated as of June 30, 2004, as amended prior to the
Original Second Tier Agreement, among Buyer, SIRVA Relo, as Servicer, the Agent
and the Purchasers then party thereto.


“Indemnified Losses”
has the meaning assigned thereto in Section 7.1.


“Indemnified Party”
has the meaning assigned thereto in Section 7.1.


“Initial Funding Date”
means June 30, 2004, which was the date of the first purchase by Buyer from
SIRVA Relo under the First Purchase and Sale Agreement.


“Purchase Date” means each day Receivables have
been or are sold, or are required to be sold, by an Originator to Buyer under
the Original Purchase and Sale Agreement or this Agreement.


“Purchase Price” means the purchase price to be
paid by Buyer to an Originator for Receivables, calculated as provided in
Section 2.3.


“Purchase Price Percentage” has the meaning set
forth in Section 2.3(c).


“Receivables” has the meaning assigned thereto
in the Second Tier Agreement, but only to the extent such definition applies to
payment obligations of all types described in such definition that are owed to
an Originator, and related Records and proceeds with respect thereto.


“Reset Date”
means the last day of each calendar quarter.


“Restatement Date” means the date on which the
amendment and restatement effected by the Original Purchase and Sale Agreement
and the Original Second Tier Agreement became effective in accordance with their
terms.


“Second Restatement Date” means the date on
which the amendment and restatement effected by this Agreement and the Second
Tier Agreement become effective in accordance with their terms.


“Settlement Period”
means a calendar month (or, in the case of the first Settlement Period, the
period from the Initial Funding Date to the end of the calendar month in which
the Initial Funding Date Occurs).


“Trigger Event”
means that the aggregate outstanding principal amount of the Subordinated Notes
exceeds 5% of the Receivables Balance.


“Unpaid Balance”
means, with respect to any Receivable, the outstanding unpaid amount thereof.


1.2           Other Interpretive Matters.  In this Agreement, unless otherwise
specified: (a) references to any Section or Annex refer to such Section
of, or Annex to, this Agreement, and references in any Section or definition to
any subsection or clause refer to such subsection or clause of such Section or
definition; (b) “herein”, “hereof”, “hereto”, “hereunder” and similar 



 2
 






 



terms refer to this Agreement as a whole and not to
any particular provision of this Agreement; (c) “including” means including without limitation, and other forms of the
verb “to include” have correlative meanings; (d) the
word “or” is not exclusive; and (e) captions
are solely for convenience of reference and shall not affect the meaning of
this Agreement.


SECTION 2.         AGREEMENT
TO PURCHASE AND SELL


2.1           Purchase and Sale.  On the terms and subject to the conditions
set forth in this Agreement, each Originator hereby sells to Buyer, and Buyer
hereby purchases from each Originator, all of such Originator’s right, title
and interest in, to and under such Originator’s Receivables, the related
Collections and all proceeds of the foregoing, in each case whether now
existing or hereafter arising or acquired.


2.2           Timing of Purchases.  All of the Receivables of SIRVA Relo existing
at the opening of business on the Initial Funding Date, or that were created
between such date and the Second Restatement Date, were sold to Buyer pursuant
to the First Purchase and Sale Agreement and the Original Purchase and Sale
Agreement.  SIRVA Relo hereby reaffirms
all such sales, and agrees and confirms that such sales shall be governed by
this Agreement.  All of the Receivables
of Executive Relo existing at the opening of business on the Restatement Date,
or that were created between such date and the Second Restatement Date, were
sold to Buyer pursuant to the Original Purchase and Sale Agreement.  Executive Relo hereby reaffirms all such
sales, and agrees and confirms that such sales shall be governed by this
Agreement.  Nothing in this Agreement
shall be deemed to release any interest acquired by Buyer in Receivables and
Collections pursuant to the First Purchase and Sale Agreement or the Original Purchase
and Sale Agreement.  On and after the
Initial Funding Date, each Receivable of SIRVA Relo shall be deemed to have
been sold to Buyer immediately (and without further action by any Person) upon
the creation of such Receivable.  On and
after the Restatement Date, each Receivable of Executive Relo shall be deemed
to have been sold to Buyer immediately (and without further action by any
Person) upon the creation of such Receivable. 
All of the Receivables of SIRVA Global existing at the opening of business
on the Second Restatement Date are hereby sold to Buyer as of the Second
Restatement Date.  On and after the
Second Restatement Date, each Receivable of SIRVA Global shall be deemed to
have been sold to Buyer immediately (and without further action by any Person)
upon the creation of such Receivable. 
The proceeds with respect to each Receivable (including all Collections
with respect thereto) shall be sold at the same time as such Receivable,
whether such proceeds (or Collections) exist at such time or arise or are
acquired thereafter.


2.3           Purchase Price.  (a) The aggregate Purchase Price for the
Receivables of SIRVA Relo sold on the Initial Funding Date was such amount as
was specified in the First Purchase Agreement. 
The aggregate Purchase Price for the Receivables of Executive Relo sold
on the Restatement Date was such amount as agreed upon on or prior to the
Restatement Date, between Executive Relo and Buyer, as disclosed to the
Agent.  The aggregate Purchase Price for
the Receivables of SIRVA Global sold on the Second Restatement Date shall be
such amount as agreed upon on or prior to the Restatement Date, between
Executive Relo and Buyer, as disclosed to the Agent.  The Purchase Price for any other Receivables
sold during any Settlement Period shall equal (i) the aggregate unpaid
principal balance of the Receivables included therein, times
(ii) the Purchase Price Percentage then in effect.



 3
 






 



(b)           On the Initial Funding Date and each
date subsequent thereto prior to the Restatement Date, Buyer paid SIRVA Relo
the Purchase Price for the Receivables of SIRVA Relo sold on that date in
accordance with the First Purchase and Sale Agreement.  On the Restatement Date and each date
subsequent thereto prior to the Second Restatement Date, Buyer paid SIRVA Relo the
Purchase Price for the Receivables of SIRVA Relo sold on that date in
accordance with the Original Purchase and Sale Agreement.  On the Restatement Date and each date
subsequent thereto prior to the Second Restatement Date, Buyer paid Executive
Relo the Purchase Price for the Receivables of Executive Relo sold on that date
in accordance with the Original Purchase and Sale Agreement.  On the Second Restatement Date, Buyer shall
pay to each Originator the Purchase Price for the Receivables of such Originator
sold on that date.  On each subsequent
day, Buyer shall pay each Originator the Purchase Price for Receivables of such
Originator sold on such day, (i) in cash on such day, to the extent Buyer has
received funds that may be applied for such purpose under the Second Tier
Agreement (including as a result of an Incremental Purchase or as a
distribution of Collections on a Payment Date), or (ii) to the extent that such
Purchase Price is not paid in cash on such day, by increasing Buyer’s
obligation to pay the deferred Purchase Price for Receivables sold
hereunder.  Buyer’s obligation to pay
such deferred Purchase Price to an Originator shall be payable from time to
time as funds are made available to Buyer under the Second Tier Agreement and
shall be evidenced by a promissory note (as amended or modified from time to
time, a “Subordinated
Note”) executed and
delivered by Buyer to the order of each such Originator as of the Second
Restatement Date (in the case of the Subordinated Notes payable to the order of
SIRVA Relo and Executive Relo, representing an amendment and restatement of the
Subordinated Notes dated as of the Restatement Date).  Each Originator may mark any increase in the
deferred Purchase Price payable to such Originator hereunder on the grid attached
to the Subordinated Note of such Originator, provided that failure to make any
such recordation or any error in such grid shall not adversely affect such
Originator’s rights to recover such deferred Purchase Price under such
Subordinated Note.  No Subordinated Note
shall bear interest.


(c)           The “Purchase
Price Percentage” for any Originator shall mean a percentage figure
that shall be agreed upon from time to time (but no less frequently than once
each calendar quarter) by Buyer and such Originator which reflects a fair
market discounted net present value of the unpaid principal balance of
Receivables transferred to Buyer by such Originator, expressed as a percentage
of such unpaid balance. Such percentage may be greater or less than 100%. The
calculation of such discounted net present value shall take into account:


(i)            the
expected yield on such Originator’s Receivables reduced by costs to Buyer of
funding its acquisition and maintenance of such Originator’s Receivables and
paying the Servicer Fee;


(ii)           the
expected losses on such Originator’s Receivables (based upon historical losses
on such Originator’s Receivables and such other factors as shall be agreed
between Buyer and Originator), net of the expected benefits to Buyer generated
as a result of such Originator’s obligation to pay Deemed Collections to Buyer
pursuant to Section 3.2;


(iii)          a
reasonable expected rate of return on capital of Buyer from its purchase of
such Originator’s Receivables; and



 4
 






 



(iv)          such
other factors as may be mutually agreed between Buyer and such Originator and
as are customarily reflected in an arm’s-length purchase and sale of comparable
receivables.


The Purchase Price Percentage shall be calculated
prospectively with respect to such Originator’s Receivables transferred on and
after the date of such calculation. In no event shall the Purchase Price
Percentage (i) be adjusted retroactively to account for the actual performance
of previously purchased Receivables of such Originator or for Buyer’s actual
rate of return on previously purchased Receivables of such Originator or (ii)
be increased from and after the occurrence of, and during the continuation of,
any Potential Termination Event.


(d)           All payments of the Purchase Price
shall be in U.S. dollars.


2.4           Specified Documents.  Prior to any sale of a Receivable to Buyer
hereunder, the related Originator or its designee shall deliver or cause to be
delivered to a Custodian the Specified Documents and the Document Schedule with
respect to each such Receivable.


2.5           No Recourse or Assumption
of Obligations.  Except as
specifically provided in this Agreement, the purchase and sale of Receivables
under this Agreement shall be without recourse to the related Originator.  Each Originator and Buyer intend the
transactions hereunder to constitute true sales of Receivables by such
Originator to Buyer, providing Buyer with the full risks and benefits of
ownership of the Receivables of such Originator (such that the Receivables
would not be property of such Originator’s estate in the event of such
Originator’s bankruptcy).  Buyer shall
not have any obligation or liability with respect to any Receivable, nor shall
Buyer have any obligation or liability to any Obligor or other customer or
client of any Originator (including any obligation to perform any of the
obligations of any Originator under any Receivable).


2.6           Security Interest.  It is the intention of the parties
hereto that the transfer of Receivables of an Originator hereunder constitute
the sale by such Originator to Buyer of ownership interests in such
Receivables, the related Collections and all proceeds of the foregoing (and not
merely an extension of credit or a pledge). 
Nevertheless, each Originator acknowledges and agrees that none of
Buyer, 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 such Originator 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 transaction contemplated hereby is characterized as an extension
of credit or a pledge, to secure all of the Originators’ obligations under the
Transaction Documents, each Originator hereby grants to Buyer a security
interest in all of such Originator’s rights in such Originator’s Receivables,
the related Collections and all proceeds of the foregoing  in each case whether now existing or hereafter
arising or acquired.


SECTION 3.         ADMINISTRATION
AND COLLECTION


3.1           Originators to Act as
Master Servicer and Subservicer. 
Notwithstanding the sales of Receivables pursuant to this Agreement, the
Originators shall continue to be responsible for 



 5
 






 



the servicing, administration and collection of the
Receivables, all on the terms set out in (and subject to any rights to
terminate SIRVA Relo as Master Servicer and Executive Relo and SIRVA Global as
Subservicers pursuant to) the Second Tier Agreement.


3.2           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 related Originator 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 an Originator related to a Receivable
is not true or is not satisfied as of the date such Receivable was conveyed to
Buyer, or (ii) such Originator has not taken the action required to be taken by
it with respect to a Receivable under Section 5.5, such Originator shall be
deemed to have received on such day a Collection in the amount of the
outstanding balance of such Receivable. 
With respect to any Employer, if the actions required to be taken with
respect to such Employer under Section 5.4 have not been taken within the time
specified therein, the related Originator shall be deemed to have received on
such day Collections in the aggregate outstanding amount of Receivables arising
under or in connection with such Employer’s Relocation Services Agreement.  All such Collections deemed received by such
Originator under this Section 3.2 shall be remitted by such Originator to Buyer
within one Business Day after such deemed receipt in immediately available
funds; provided,
however, that if no such application is required under the Second Tier
Agreement, Buyer and such Originator may agree to reduce the outstanding
principal amount of the Subordinated Note of such Originator in lieu of all or
part of such transfer.  To the extent
that Buyer subsequently receives Collections with respect to any such
Receivable, Buyer shall pay such Originator an amount equal to the amount so
collected, such amount to be payable in the same manner and priority as
deferred purchase price.


3.3           Actions Evidencing
Purchases.  (a) On or prior to
the Second Restatement Date, each Originator shall mark its master data
processing records evidencing Receivables with a legend, acceptable to Buyer,
evidencing that the Receivables have been sold in accordance with this
Agreement.  In addition, each Originator
agrees that from time to time, at its expense, it will promptly execute and
deliver all further instruments and documents, and take all further action,
that Buyer or its assignee may reasonably request in order to perfect, protect
or more fully evidence the purchases hereunder, or to enable Buyer or its
assigns to exercise or enforce any of their respective rights with respect to
the Receivables.  Without limiting the
generality of the foregoing, each Originator hereby authorize the Agent (as
assignee of the Buyer) to file, and (to the extent necessary under applicable
laws) will upon the request of Agent execute and file, such financing or
continuation statements, or amendments thereto or assignments thereof.


(b)           Each Originator and Buyer hereby
authorize the Agent (as assignee of the Buyer) to (i) file one or more
financing or continuation statements, and amendments thereto and assignments
thereof, relative to all or any of the interests granted to Buyer and its
assigns hereunder, whether now existing or hereafter arising, and (ii) to the
extent required by the Second Tier Agreement, to notify Obligors of the
assignment of the Receivables.



 6
 






 



3.4           Application of Collections.  Any payment by an Obligor in respect of any
indebtedness owed by it to an Originator shall, except as otherwise specified
by such Obligor (including by reference to a particular invoice), or required
by the related contracts or law, be applied, first, as a Collection of any
Receivable or Receivables then outstanding of such Obligor in the order of the
age of such Receivables, starting with the oldest of such Receivables, and, second, to
any other indebtedness of such Obligor to such Originator.


SECTION 4.         REPRESENTATIONS
AND WARRANTIES


4.1           Originator Representations
and Warranties.  Each
Originator represents and warrants to Buyer and its assigns on the date hereof
and on each Purchase Date that:


(a)           Company Existence and Power.  Such Originator is a limited liability
company (in the case of SIRVA Relo) or a corporation (in the case of Executive
Relo and SIRVA Global) duly organized, validly existing and in good standing
under the laws of its state of organization 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)           Company Authorization and No Contravention.  The execution, delivery and performance by
such Originator of each Transaction Document to which it is a party (i) are
within its limited liability company or 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
constitution documents 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 such Originator.


(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 to the Second Tier Agreement
as may be required under the Transaction Documents) is required in connection
with the execution, delivery and performance by such Originator of any
Transaction Document or any transaction contemplated thereby.


(d)           Binding Effect.  Each Transaction Document to which such
Originator is a party constitutes the legal, valid and binding obligation of
such Originator enforceable against such Originator 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)           Ownership Interest.  Immediately preceding its sale of Receivables
to Buyer, such Originator was the owner of, and effectively sold, such
Receivables to Buyer, free and clear of any Adverse Claim.  The Buyer owns the Receivables, the
Collections and the proceeds thereof free of any Adverse Claim other than the interests
of the Purchasers (through Agent) therein that 



 7
 






 



are created, and such ownership interest is a first
priority perfected interest for purposes of Article 9 of the applicable Uniform
Commercial Code, subject to the Permitted Exceptions.


(f)            Accuracy of Information.  All information furnished by or on behalf of
such Originator to Buyer or any Person party to a Transaction Document 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 the 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 such Originator or any of its properties, that
would reasonably be expected to have a Material Adverse Effect.  Such Originator 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)           No Material Adverse Change.  Since December 31, 2003, no event has
occurred that would reasonably be expected to have a Material Adverse Effect.


(i)            Accuracy of Exhibits; Accounts.  All information on Exhibits D through F of
the Second Tier Agreement (to the extent describing such Originator) is true
and complete, subject to any changes permitted by, and notified to Agent, in
accordance with, Article V of the Second Tier Agreement.  Such Originator has not granted, or purported
to grant, any interest in any Lock-Box, any Lock-Box Account, the Collection
Account or the Investment Account to any Person (other than the Seller and the
Agent for the benefit of the Agent and the Purchasers).


(j)            Sales by Originator.  Each sale by such Originator to Buyer of an
interest in Receivables 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 Buyer.


(k)           Credit and Collection
Policy.  Each Receivable of
such Originator has been originated in material compliance with the Credit and
Collection Policy of such Originator.


SECTION 5.         GENERAL
COVENANTS


5.1           Covenants.  Each Originator hereby covenants and agrees
to comply with the following covenants and agreements, unless Buyer (with the
consent of Agent and the Required Purchasers) shall otherwise consent:


(a)           Information Regarding Receivables.  Such Originator will maintain a system of
accounting established and administered in accordance with GAAP and will
furnish to Buyer, promptly, such information relating to the Receivables
originated by such Originator as Buyer or its assigns may reasonably
request.  To the extent the Buyer is
required to provide financial statements or other notices with respect to such
Originator under the Second Tier Agreement, such Originator shall make the
necessary information available to Buyer for delivery to the Agent within the
time required by the Second Tier Agreement.



 8
 






 



(b)           Notices.  Immediately upon becoming aware of any of the
following such Originator will notify Buyer and 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 any SIRVA Entity exceeds $5,000,000;


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


(vi)          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.  Such Originator will perform, and will cause
each of its Subsidiaries to perform, all actions necessary to remain duly
organized, validly existing and in good standing in its jurisdiction of organization
and to maintain all requisite authority to conduct its business except where
failure to do so would not reasonably be expected to have a Material Adverse
Effect.


(d)           Compliance with Laws.  Such Originator will comply with all laws,
regulations, judgments and other directions or orders imposed by any
Governmental Authority to which such Originator, any Receivable originated by
such Originator or related Collections may be subject except where failure to
do so would not reasonably be expected to have a Material Adverse Effect.


(e)           Inspection of Records.  Such Originator will furnish to Buyer and its
assigns such Records as Buyer or its assigns may reasonably request.  Such Originator will permit upon reasonable
notice, at any time during regular business hours, Buyer or its assignee (or
any representatives thereof) (i) to examine and make copies of all Records,
(ii) to visit the offices and properties of such Originator for the purpose of
examining the Records and (iii) to discuss matters relating hereto with any of
such Originator’s officers, directors, employees or independent public
accountants having knowledge of such matters. 
Buyer (or Agent as its assignee), at the request of Agent, shall (at the
expense of such Originator) require that an independent public accounting firm
conduct an audit of the Records or make test verifications of the Receivables
Collections, provided that (i) the first such audit and test verification shall
be 



 9
 






 



done within three months of the Restatement Date, and
(ii) thereafter, so long as no Termination Event exists, Buyer (or Agent as its
assignee) shall not have more than two sets of audit and test verifications
done in any calendar year.


(f)            Keeping Records.  (i) Such Originator 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 and to effect the settlements contemplated by this Agreement).


(ii)           Such Originator 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 Buyer’s interest therein.


(g)           Perfection.  (i) Subject to the Permitted Exceptions, such
Originator will, at its expense, promptly execute and deliver all instruments
and documents and take all action necessary or reasonably requested by Buyer or
its assignee (including, if applicable, execution and filing of financing or
continuation statements, amendments thereto or assignments thereof) to enable
Buyer to exercise and enforce all its rights hereunder and to vest and maintain
vested in the Buyer a valid, first priority perfected ownership interest in the
Receivables originated by such Originator, the related Collections and proceeds
thereof free and clear of any Adverse Claim. 
The Agent (as assignee of the Buyer) is hereby authorized to file any
financing statements, continuation statements, amendments thereto and
assignments thereof with respect to any and all interests granted to the Buyer
and its assignees hereunder.


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


(iii)          Such Originator will at all times
maintain its jurisdiction of organization and chief executive  offices 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 such
Originator moves its jurisdiction of organization to a location that imposes
Taxes, fees or other charges to perfect Buyer’s or its assignees’ interests
under this Agreement, such Originator will pay all such amounts and any other
costs and expenses incurred in order to maintain the enforceability of the
Transaction Documents and the interests of Buyer and its assignees in the
Receivables and Collections.


(h)           Performance of Duties.  Such Originator will perform its duties or
obligations in accordance with the provisions of each of the Transaction
Documents.  Such Originator (at its
expense) will, (i) fully and timely perform in all material respects all
agreements required to be 



 10
 






 



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 Buyer or its
assignees in the Receivables or Collections.


(i)            Payments on Receivables, Accounts.  Such Originator will at all times (in the
case of Executive Relo, commencing by March 31, 2005 and subject to Section
1.8(a) of the Second Tier Agreement) instruct all Origination Home Closing
Agents to deliver payments on the Receivables originated by such Receivable to
the Collection Account.  Such Originator
will not make any change in its payment instructions to any Obligor without
prior notice to Buyer and Agent.  If any
such payments or other Collections are received by such Originator, it shall
hold such payments in trust for the benefit of Buyer and its assigns and
promptly (but in any event within three Business Days after receipt) remit such
funds into the Collection Account.  Such
Originator will not permit the funds that do not constitute proceeds of
Receivables to be deposited into the Collection Account.  If such funds are nevertheless deposited into
the Collection Account, such Originator will promptly identify such funds for
segregation.  Such Originator will not,
and will not permit any Servicer or other Person to, commingle Collections or
other funds to which Buyer is entitled with any other funds.  Such Originator shall not close the
Collection Account, without the prior written consent of Agent.


(j)            Sales and Adverse Claims Relating to
Receivables.  Except as
otherwise provided herein such Originator 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)           Extension or Amendment of Receivables.  Except as otherwise permitted in
Section 3.2(b) of the Second Tier Agreement, such Originator will not
extend, amend, rescind or cancel any Receivable.


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


5.2           Corporate Separateness.  Each of the Originators and Buyer agrees to
conduct its business in a manner materially consistent with factual assumptions
set forth in the opinion of Winston & Strawn LLP, dated on or around the
date hereof, with respect to certain bankruptcy law matters, which opinion was
delivered to the Purchasers pursuant to the Second Tier Agreement.


5.3           Deeds.  In the event that, pursuant to a Relocating
Employee Contract related to a Receivable that has been or is transferred to
Buyer hereunder, the related Employee has executed or will execute a deed to a
residence that is the subject of such contract, the related Originator shall
cause the following actions to be taken (as applicable):



 11














 


(i)            such Originator shall cause such
deed to be delivered to an Eligible Title Company no later than the second
Business Day after such Originator’s receipt of such deed, unless such deed is
held by the Custodian; and


(ii)           such Originator will cause Buyer to
be named as the new owner of such residence under such deed.


SECTION 6.         TERMINATION
OF PURCHASES


6.1           Voluntary Termination.  The purchase and sale of Receivables pursuant
to this Agreement may be terminated by the related Originator or Buyer, upon
thirty days’ (or, during the continuance of a Trigger Event, five Business Days’)
prior written notice to the other party and the Agent.


6.2           Automatic Termination.  The purchase and sale of Receivables pursuant
to this Agreement shall automatically terminate upon the occurrence of a
Bankruptcy Event with respect to an Originator.


SECTION 7.         INDEMNIFICATION


7.1           Originator Indemnity.  Without limiting any other rights any such
Person may have hereunder or under applicable law, the Originators hereby
jointly and severally indemnify and hold harmless, on an after-Tax basis,
Buyer, its assigns 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 Receivables or Collections, or
any action taken or omitted by any of the Indemnified Parties, whether arising
by reason of the acts to be performed by an Originator 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
Indemnified Party (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 an Originator or limit the recourse of any
Indemnified Party to an Originator for any amounts otherwise specifically
provided to be paid by an Originator hereunder. 
Without limiting the foregoing indemnification, but subject to the
limitations set forth in clauses (a), (b) or (c) of the previous sentence,
the Originators shall jointly and severally 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 an Originator) relating to or resulting
from:


(i)            any representation or warranty made
by an Originator (or any employee or agent of an Originator) under or in
connection with this Agreement, any Monthly Report 



 12
 






 



or any other information or report delivered by an
Originator pursuant to the Transaction Documents, which shall have been false
or incorrect in any material respect when made or deemed made;


(ii)           the failure by an Originator 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 Originators to vest
and maintain vested in Buyer and its assigns, first priority a perfected
ownership in the Receivables and the Collections with respect thereto, free and
clear of any Adverse Claim;


(iv)          any commingling of funds to which
Buyer or its assigns are entitled hereunder with any other funds;


(v)           any failure of any Origination Home
Closing Agent to comply with the terms of a Servicer’s instructions 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;


(vii)         any failure of an Originator 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 it
is a party (as Originator, 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
Buyer), 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 consultant’s fees).


SECTION 8.         MISCELLANEOUS


8.1           Amendments, Waivers, Etc.  No amendment of this Agreement shall be
effective unless (i) it is in writing and signed by the Parties hereto and (ii)
the Agent, the Required Class A Purchasers and the Required Class B Purchasers
shall have consented thereto in writing. 
No 



 13
 






 



waiver of any provision hereof or consent to any
departure by either party therefrom shall be effective without the written
consent of the party that is sought to be bound, the Agent, the Required Class
A Purchasers and the Required Class B Purchasers. Any such waiver or consent
shall be effective only in the specific instance given.  No failure or delay on the part of either
party to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right.  The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.  Each Originator agrees that the Purchasers
may rely upon the terms of this Agreement, and that the terms of this Agreement
may not be amended, nor any material waiver of those terms be granted, without
the consent of Agent.


8.2           Assignment of this
Agreement.  Each Originator
hereby acknowledges that on the date hereof Buyer has collaterally assigned for
security purposes all of its right, title and interest in, to and under this
Agreement to Agent, for the benefit of the Purchasers pursuant to the Second
Tier Agreement and that Agent and the Purchasers are third party beneficiaries
hereof.  Each Originator hereby further
acknowledges that all provisions of this Agreement shall inure to the benefit
of Agent and the Purchasers, including the enforcement of any provision hereof
to the extent set forth in the Second Tier Agreement, but that none of Agent or
any Purchaser shall have any obligations or duties under this Agreement (or any
promissory note executed hereunder). 
Each Originator hereby further acknowledges that the execution and
performance of this Agreement are conditions precedent for Agent and the
Purchasers to enter into the Second Tier Agreement and that the agreement of
Agent and Purchasers to enter into the Second Tier Agreement will directly or
indirectly benefit such Originator and constitutes good and valuable
consideration for the rights and remedies of Agent and each Purchaser with
respect hereto.


8.3           Binding Effect; Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns and shall also, to the extent provided herein, inure to the benefit of
the parties to the Second Tier Agreement. 
Each Originator acknowledges that Buyer’s rights under this Agreement
are being assigned to Agent under the Second Tier Agreement and that Agent
shall exercise those rights directly, to the extent permitted by the Second
Tier Agreement.


8.4           Survival.  The rights and remedies with respect to any
breach of any representation and warranty made by either Originator or Buyer
pursuant to Section 4 and the indemnification provisions of Section 7 shall
survive any termination of this Agreement.


8.5           Costs, Expenses and Taxes.  In addition to the obligations of the Originators
under Section 7, each party
hereto agrees to pay on demand all costs and expenses incurred by the other
party and its assigns (other than Excluded Losses) in connection with the
enforcement of, or any actual or claimed breach of, this Agreement, including
the reasonable fees and expenses of counsel to any of such Persons incurred in
connection with any of the foregoing or in advising such Persons as to their
respective rights and remedies under this Agreement in connection with any of
the foregoing.  The Originators also
jointly and severally agree to pay on demand all stamp and other taxes and fees
payable or determined to be payable in connection with the execution, delivery,
filing and recording of this Agreement.



 14
 






 



8.6           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.


8.7           Cumulative Rights and
Severability.  All rights and
remedies of Buyer hereunder shall be cumulative and non-exclusive of any rights
or remedies Buyer has 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.


8.8           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.  Each Originator and Buyer 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.  Each Originator and Buyer
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.


8.9           Waiver of Trial by Jury.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE ORIGINATORS AND BUYER 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.


8.10         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.


8.11         No Proceedings.  Each Originator agrees, for the benefit of
the parties to the Second Tier Agreement, that it will not institute against
Buyer, or join any other Person in instituting against Buyer, any proceeding of
a type referred to in the definition of Bankruptcy Event until one year and one
day after no investment, loan or commitment is outstanding under the Second
Tier Agreement. In addition, all amounts payable by Buyer to any Originator
pursuant to this Agreement shall be payable solely from funds available for
that purpose (after Buyer has satisfied all obligations then due and owing
under the Second Tier Agreement).


8.12         Confidentiality.  Each Originator agrees to hold the
Transaction Documents or any other confidential or proprietary information of
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 



 15
 






 



confidentiality agreement satisfactory to Agent, (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 our obligations hereunder).


8.13         USA PATRIOT
Act Notice.  Buyer hereby
notifies each Originator 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”),
each assignee of Buyer’s rights under this Agreement, including without
limitation, each Purchaser, that is subject to the Act (as hereinafter defined)
and the Agent (for itself and not on behalf of any Purchaser), is required to
obtain, verify and record information that identifies such Originator, which
information includes the name and address of such Originator and other
information that will allow such assignee, Purchaser or the Agent, as
applicable, to identify such Originator in accordance with the Act.


[SIGNATURE PAGE FOLLOWS]



 16














 


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized, as of the date first above written.


	
   

  	
  SIRVA RELOCATION LLC,

  
	
   

  	
  as Originator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Douglas V.
  Gathany

  
	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE RELOCATION CORPORATION,

  
	
   

  	
  as Originator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA GLOBAL RELOCATION, INC.,

  
	
   

  	
  as Originator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
  Title: Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIRVA RELOCATION CREDIT, LLC,

  
	
   

  	
  as Buyer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Name: Douglas V. Gathany

  
	
   

  	
  Title: President

  



 



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