EX-10.4



 Exhibit 10.4 

CONFIDENTIAL TREATMENT REQUESTED 

INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS 

BEEN REQUESTED IS OMITTED AND NOTED WITH 

“****”. 
 AN
UNREDACTED VERSION OF THIS DOCUMENT 
 HAS ALSO BEEN PROVIDED TO THE 

SECURITIES AND EXCHANGE COMMISSION. 
  

 
  

GUARANTEE AND COLLATERAL AGREEMENT 

dated as of March 27, 2013 

made by 
 SIRVA, INC., 

SIRVA WORLDWIDE, INC. 
 and
certain of its Subsidiaries 
 in favor of 

GOLDMAN SACHS BANK USA 
 as
Collateral Agent 
  
  

 







 Table of Contents 

 

							
	 	 	 	  	Page	 
	 SECTION I DEFINED TERMS
	  	 	1	  
	 1.1
	 	Definitions	  	 	1	  
	 1.2
	 	Other Definitional Provisions	  	 	8	  
		
	 SECTION II GUARANTEE
	  	 	9	  
	 2.1
	 	Guarantee	  	 	9	  
	 2.2
	 	Primary Obligation; Right of Contribution	  	 	10	  
	 2.3
	 	No Subrogation	  	 	10	  
	 2.4
	 	Amendments, etc. with respect to the Borrower Obligations	  	 	11	  
	 2.5
	 	Guarantee Absolute and Unconditional	  	 	11	  
	 2.6
	 	Reinstatement	  	 	13	  
	 2.7
	 	Payments	  	 	14	  
	 2.8
	 	Financial Condition of the Borrower	  	 	14	  
	 2.9
	 	Keepwell	  	 	14	  
		
	 SECTION III GRANT OF SECURITY INTEREST
	  	 	15	  
	 3.1
	 	Collateral	  	 	15	  
	 3.2
	 	Pledged Collateral	  	 	15	  
	 3.3
	 	Certain Exceptions	  	 	16	  
	 3.4
	 	**** Accounts	  	 	17	  
		
	 SECTION IV REPRESENTATIONS AND WARRANTIES
	  	 	18	  
	 4.1
	 	Representations and Warranties of Each Granting Party	  	 	18	  
	 4.2
	 	Representations and Warranties of Each Grantor	  	 	18	  
	 4.3
	 	Representations and Warranties of Each Granting Party	  	 	22	  
		
	 SECTION V COVENANTS
	  	 	24	  
	 5.1
	 	Covenants of Each Guarantor	  	 	24	  
	 5.2
	 	Covenants of Each Grantor	  	 	24	  
	 5.3
	 	Covenants of Each Granting Party	  	 	33	  
		
	 SECTION VI REMEDIAL PROVISIONS
	  	 	34	  
	 6.1
	 	Certain Matters Relating to Receivables	  	 	34	  
	 6.2
	 	Communications with Obligors; Grantors Remain Liable	  	 	35	  
	 6.3
	 	Pledged Stock	  	 	36	  
	 6.4
	 	Proceeds to be Turned Over to the Collateral Agent	  	 	37	  
	 6.5
	 	Application of Proceeds	  	 	37	  
	 6.6
	 	Code and Other Remedies	  	 	37	  
	 6.7
	 	Registration Rights	  	 	38	  
	 6.8
	 	Deficiency	  	 	39	  
	 6.9
	 	Marshaling	  	 	39	  
	 6.10
	 	Intellectual Property License	  	 	40	  


  
 ii 









							
		
	 SECTION VII THE COLLATERAL AGENT
	  	 	40	  
	 7.1
	 	Collateral Agent’s Appointment as Attorney-in-Fact, etc.	  	 	40	  
	 7.2
	 	Duty of the Collateral Agent	  	 	42	  
	 7.3
	 	Execution of Financing Statements	  	 	42	  
	 7.4
	 	Authority of the Collateral Agent	  	 	43	  
	 7.5
	 	Right Of Inspection	  	 	43	  
		
	 SECTION VIII MISCELLANEOUS
	  	 	44	  
	 8.1
	 	Amendments in Writing	  	 	44	  
	 8.2
	 	Notices	  	 	44	  
	 8.3
	 	No Waiver by Course of Conduct; Cumulative Remedies	  	 	44	  
	 8.4
	 	Enforcement Expenses; Indemnification	  	 	44	  
	 8.5
	 	Successors and Assigns	  	 	44	  
	 8.6
	 	Set-Off	  	 	45	  
	 8.7
	 	Counterparts	  	 	45	  
	 8.8
	 	Severability	  	 	45	  
	 8.9
	 	Section Headings	  	 	45	  
	 8.10
	 	Integration	  	 	45	  
	 8.11
	 	GOVERNING LAW	  	 	45	  
	 8.12
	 	Submission To Jurisdiction; Waivers	  	 	46	  
	 8.13
	 	Acknowledgments	  	 	46	  
	 8.14
	 	WAIVER OF JURY TRIAL	  	 	46	  
	 8.15
	 	Additional Granting Parties	  	 	47	  
	 8.16
	 	Security Interest Absolute; Termination or Release	  	 	47	  
	 8.17
	 	Intercreditor Agreement	  	 	48	  

 SCHEDULES 
  

	1	Notice Addresses of Guarantors 


	2	Description of Pledged Securities 


	3	Location of Jurisdiction of Organization 


	4	Copyrights and Copyright Licenses; Patents and Patent Licenses; Trademarks and Trademark Licenses 


	5	Existing Prior Liens 


	6	Receivables 


	7	Contracts 


	8	Commercial Tort Claims 


	9	Collateral Accounts 

 ANNEX 
  

	1	Assumption Agreement 


  
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 GUARANTEE AND COLLATERAL AGREEMENT 

GUARANTEE AND COLLATERAL AGREEMENT dated as of March 27, 2013 made by SIRVA, INC., a Delaware corporation (“Holdings”),
SIRVA WORLDWIDE, INC., a Delaware corporation (the “Borrower”), and each of the other signatories hereto (together with the Borrower, Holdings and any other Subsidiary of the Borrower that becomes a party hereto from time to time
after the date hereof, collectively, the “Granting Parties”; individually, a “Granting Party”), in favor of GOLDMAN SACHS BANK USA, as collateral agent for the Secured Parties (in such capacity, the
“Collateral Agent”). 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement dated as of March 27, 2013 (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among the Borrower, Holdings, the lenders from time to time party thereto (the “Lenders”) and Goldman Sachs Bank USA, as administrative agent for the Lenders (in such capacity, the
“Administrative Agent”) and Collateral Agent, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, it is a condition to the obligation of the Lenders to make their respective extensions of credit to the Borrower under the Credit
Agreement that the Granting Parties shall execute and deliver this Agreement to the Collateral Agent for the benefit of the Secured Parties; 

WHEREAS, the proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable
transfers to one or more of the other Granting Parties in connection with the operation of their respective businesses; and 
 WHEREAS, the
Borrower and the other Granting Parties are engaged in related businesses, and each such Granting Party will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; 

NOW, THEREFORE, in consideration of the premises and to induce the Collateral Agent and the Lenders to enter into the Credit Agreement and to
induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Granting Party hereby agrees with the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, as follows: 

SECTION I 
 DEFINED TERMS 

1.1 Definitions. (a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement, and the following terms which are defined in the Code are used herein as so defined: Certificated Security, Chattel Paper, Commercial Tort Claims, Documents, Equipment, Farm Products, Fixtures, General
Intangibles, Goods, Instruments, Inventory, Letter of Credit Rights and Securities Account. 







 (b) The following terms shall have the following meanings: 

“Account Debtor”: any Person who is obligated on an Account, Chattel Paper or a General Intangible. 

“Accounts”: all accounts (as defined in the Code) of the Grantors, including, without limitation, all Accounts
(as defined in the Credit Agreement) of the Grantors. 
 “Administrative Agent”: as defined in the recitals
hereto. 
 “Agreement”: this Guarantee and Collateral Agreement, as the same may be amended, restated,
supplemented or otherwise modified from time to time. 
 “Borrower”: as defined in the preamble hereto. 

“Borrower Obligations”: as defined in the Credit Agreement. 

“Code”: the Uniform Commercial Code as from time to time in effect in the State of New York. 

“Collateral”: as defined in Section 3.1, subject to the exclusions of Section 3.3. 

“Collateral Agent”: as defined in the preamble hereto. 

“Collections”: all cash, checks, notes, instruments, and other items of payment (including insurance proceeds,
cash proceeds of asset sales, rental proceeds, and tax refunds). 
 “Commercial Tort Claims”: all Commercial
Tort Claims listed on Schedule 8 (as supplemented in writing from time to time pursuant to Section 5.2.15). 

“Commodity Exchange Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time
to time, and any successor statute. 
 “Contracts”: with respect to any Grantor, the contracts, agreements,
instruments and indentures listed on Schedule 7, as the same may from time to time be amended, waived, supplemented or otherwise modified, including, without limitation, (i) all rights of such Grantor to receive moneys due and to become
due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder and (iii) all rights of such Grantor to perform and to exercise all remedies thereunder. 

“Control Agreement”: a control agreement, in form and substance reasonably satisfactory to the Collateral
Agent, among a Grantor, the Collateral Agent and the applicable securities intermediary (with respect to a Securities Account) or bank (with respect to a Deposit Account). 

  
 2 








 “Controlled Account: as defined in Section 5.2.17(a). 

“Controlled Account Agreements”: those certain cash management agreements, in form and substance reasonably
satisfactory to the Collateral Agent, among a Grantor, Agent and Controlled Account Bank. 
 “Controlled Account
Bank”: as defined in Section 5.2.17(a). 
 “Copyright Licenses”: with respect to any Grantor,
all written or oral license agreements of such Grantor with any Person who is not an Affiliate or a Subsidiary providing for the grant by or to such Grantor of any right to use any Copyright now or hereafter owned by Grantor or such other Person,
including, without limitation, the license agreements listed on Schedule 4 subject, in each case, to the terms of such license agreements, and the right to prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such licenses. 
 “Copyrights”: with respect to any Grantor, all of such Grantor’s right, title and
interest in and to all copyrights arising under the laws of the United States or any group of countries, other country, or any political subdivision thereof, whether registered or unregistered and whether published or unpublished, all registrations
thereof and all applications in connection therewith, including, without limitation, the copyright registrations listed on Schedule 4, and (i) all renewals thereof, (ii) all income, royalties, damages and payments now and hereafter
due and/or payable with respect thereto, including, without limitation, payments under all licenses entered into in connection therewith, and damages and payments for past, present or future infringements thereof and (iii) the right to sue or
otherwise recover for past, present and future infringements thereof. 
 “Credit Agreement”: as defined in
the preamble hereto. 
 “Deposit Account”: as defined in the Uniform Commercial Code of any applicable
jurisdiction and, in any event, including, without limitation, any demand, time, savings, passbook or like account maintained with a depositary institution, and excluding any payroll, tax or trust accounts. 

“Excluded Accounts”: (i) accounts for the payment of payroll and employee benefits, escrow accounts, tax
accounts and trust accounts, (ii) accounts in the name of Alliance Relocation Services, Inc. and J.D.C. International, Inc., subject to the provisions of Section 5.15 of the ABL Credit Agreement, (iv) accounts established in
connection with or pursuant to documentation executed in connection with any Relocation SPV Financing and (v) deposit accounts having an average daily balance in any fiscal quarter of less than $25,000. 

“Excluded Swap Obligations”: with respect to any Guarantor, any obligation (a “Swap
Obligation”) to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act, if, and to the extent that, all or a portion of the
guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any 

  
 3 








 
guarantee thereof) is illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time such guarantee or grant of a security interest
would otherwise have become effective with respect to such related Swap Obligation but for such Guarantor’s failure to constitute an “eligible contract participant” at such time. 

“Foreign Subsidiary Holdco”: any Domestic Subsidiary substantially all of whose assets consist of equity
interests in (i) Foreign Subsidiaries and/or (ii) other Foreign Subsidiary Holdcos. 
 “Granting
Party” and “Granting Parties”: as defined in the preamble hereto. 
 “Grantor” and
“Grantors”: the Borrower and each Subsidiary of the Borrower that, from time to time, becomes a party hereto. 

“Grantor Pledged Collateral”: as defined in Section 3.2(a), subject to the exclusions of
Section 3.3. 
 “Guarantor Obligations”: as defined in the Credit Agreement. 

“Guarantors”: the collective reference to each Granting Party other than the Borrower and Holdings. 

“Holdings”: as defined in the preamble hereto. 

“Holdings Obligations”: all obligations and liabilities of Holdings which may arise under or in connection
with this Agreement (including, without limitation, Section 3) or any other Loan Document to which Holdings is a party, in each case whether on account of obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise
(including, without limitation, all fees and disbursements of counsel to the Collateral Agent or to the Lenders that are required to be paid by Holdings pursuant to the terms of this Agreement or any other Loan Document). Without limiting the
generality of the foregoing, Holdings Obligations shall include all amounts that constitute part of the Holdings Obligations and would be owed by the Borrower to the Collateral Agent or the Lenders but for the fact that they are unenforceable or not
allowable under Debtor Relief Laws. 
 “Holdings Pledged Collateral”: as defined in Section 3.2(b),
subject to the exclusions of Section 3.3. 
 “Intellectual Property”: with respect to any Grantor, the
collective reference to all rights, priorities and privileges relating to (i) patents (including all reissues thereof), patent licenses, patent applications, (including all divisions, continuations and extensions thereof); (ii) trademarks,
service marks, trade names, logos, Internet domain names, and any applications for registration of any of the foregoing, trademark licenses and service mark licenses, together with all goodwill associated with each of the foregoing items


  
 4 








 
within this clause (ii); (iii) copyrights and any registrations and applications for registration therefor, copyright licenses; (iv) technology, trade secrets, confidential information,
know-how, and processes material, whether arising under United States, multinational or foreign laws or otherwise, including, without limitation, such Grantor’s Copyrights, Copyright Licenses, Patents, Patent Licenses, Trade Secrets, Trademarks
and Trademark Licenses. 
 “Intercompany Note”: with respect to any Granting Party, any promissory note in a
principal amount in excess of $250,000 individually evidencing loans made by such Granting Party to Holdings, the Borrower or any of the Borrower’s Subsidiaries. 

“Investment Property”: other than any Capital Stock of any Foreign Subsidiary excluded from the definition of
“Pledged Stock”, the collective reference to: (i) all “investment property” as such term is defined in Section 9-102(a)(49) of the Uniform Commercial Code in effect in the State of New York on the date hereof, and
(ii) whether or not constituting “investment property” as so defined, all Pledged Securities. 

“Issuers”: the collective reference to the Persons identified on Schedule 2 as the issuers of a Pledged
Security and any other issuer of any Pledged Securities. 
 “Lenders”: as defined in the preamble hereto.

 “Money”: all money (as defined in the Code) of the Grantors. 

“Obligations”: as defined in the Credit Agreement. 

“Patent Licenses”: with respect to any Grantor, all written or oral license agreements of such Grantor with
any Person who is not an Affiliate or a Subsidiary concerning any of the Patents of such Grantor or such other Person’s patents, now or hereafter owned, whether such Grantor is a licensor or a licensee under any such agreement, including,
without limitation, the license agreements listed on Schedule 4, subject, in each case, to the terms of such license agreements, and the right to make, use, prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered
by such patent licenses. 
 “Patents”: with respect to any Grantor, all of such Grantor’s right, title
and interest in and to all patents, patent applications and patentable inventions of the United States or any group of countries, other country, or any political subdivision thereof, now owned or hereafter acquired, including, without limitation,
all patents and patent applications identified in Schedule 4, and including, without limitation, (i) all inventions and improvements described and claimed therein, (ii) the right to sue or otherwise recover for any and all past,
present and future infringements thereof, (iii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection
therewith, and damages and payments for past, present or future infringements thereof) and (iv) all other rights corresponding thereto and all reissues, divisions, continuations, continuations-in-part, substitutes, renewals, and extensions
thereof, all improvements thereon, and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto, including the right to make, use and/or sell the inventions disclosed or claimed therein. 

  
 5 








 “Pledged Collateral”: as defined in Section 3.2(b), subject
to the exclusions of Section 3.3. 
 “Pledged Notes”: with respect to any Granting Party, (i) all
Intercompany Notes at any time issued to such Granting Party and (ii) each other promissory note in a principal amount in excess of $250,000 issued to or held by such Granting Party including, without limitation, all such notes listed on
Schedule 2. 
 “Pledged Securities”: the collective reference to the Pledged Notes and the Pledged
Stock. 
 “Pledged Stock”: with respect to any Granting Party, the shares of Capital Stock listed on
Schedule 2 as held by such Granting Party, together with any other shares of Capital Stock required to be pledged by such Granting Party pursuant to subsection 6.10 or 7.15(b) of the Credit Agreement, as well as any other shares, stock
certificates, options or similar rights received in respect of such shares of Capital Stock that are required to be pledged pursuant to Section 5.3.1 hereof, provided that in no event shall there be pledged, nor shall any Granting Party
be required to pledge, directly or indirectly, (i) any Capital Stock of any Subsidiary other than a Material Subsidiary, (ii) any series of the outstanding voting Capital Stock of any Foreign Subsidiary or Foreign Subsidiary Holdco which
is directly held by another Foreign Subsidiary or Foreign Subsidiary Holdco, (iii) more than 65% of any series of the outstanding voting Capital Stock of any Foreign Subsidiary which is directly held by a Granting Party or (iv) more than
65% of any series of the outstanding voting Capital Stock of any Foreign Subsidiary Holdco; provided further, that in no event shall Holdings be required to pledge, directly, any Capital Stock other than that of the Borrower and any
certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection with any reorganization),
option or similar rights in respect of the Capital Stock of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Capital Stock of the Borrower, or otherwise in respect thereof. 

“Proceeds”: all “proceeds” as such term is defined in Section 9-102(a)(64) of the Uniform
Commercial Code in effect in the State of New York on the date hereof and, in any event, Proceeds of Pledged Securities shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or
distributions or payments with respect thereto. 
 “Qualified ECP Guarantor”: in respect of any Swap
Obligations, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligations . 

“Receivable”: any right to payment for goods sold or leased or for services rendered, whether or not such
right is evidenced by an Instrument or Chattel Paper and whether or not it has been earned by performance, including, without limitation, any Account. 

  
 6 








 “Relocation Accounts Purchaser”: as defined in
Section 3.5. 
 “Relocation SPV Purchased Accounts”: as defined in Section 3.5. 

“Secured Parties”: the collective reference to (i) the Administrative Agent, (ii) the Collateral
Agent, (iii) the Lenders, (iv) each Lender or any Affiliate of such Lender which provides cash management services to the Borrower or its Subsidiaries, (v) any Lender Counterparty and (vi) the successors and permitted assigns of
any of the foregoing. 
 “Supporting Obligations”: all supporting obligations (as defined in the Code) of
the Grantors. 
 “Swap Obligation”: as defined in the definition of “Excluded Swap Obligation”.

 “Trademark Licenses”: with respect to any Grantor, all written or oral license agreements of such Grantor
with any Person who is not an Affiliate or a Subsidiary concerning any trademark now or hereafter owned by Grantor or such other Person, whether such Grantor is a licensor or a licensee under any such agreement, including, without limitation, the
license agreements listed on Schedule 4, subject, in each case, to the terms of such license agreements, and the right to use, prepare for sale, sell and advertise for sale, all Inventory now or hereafter covered by such licenses. 

“Trademarks”: with respect to any Grantor, all of such Grantor’s right, title and interest in and to all
trademarks, brand names, service marks, trade names, domain names, business names, fictitious business names, trade styles, trade dress, logos or other indicia of trade origin or business identifiers, trademark and service mark registrations, and
all goodwill associated therewith or symbolized thereby, now existing or hereafter adopted or acquired, and applications for trademark or service mark registrations (except for “intent to use” applications for trademark or service mark
registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an amendment to allege use or a statement of use under Sections 1(c) and 1(d) of said Act has been filed), and any renewals thereof, whether
in the United States Patent or Trademark Office or in any similar office or agency of the United States, any State thereof or any group of countries, other country or any political subdivision thereof, or otherwise, and all common law rights related
thereto, including, without limitation, each registration and application identified in Schedule 4, and including, without limitation, (i) the right to sue or otherwise recover for any and all past, present and future infringements or
dilutions thereof, (ii) all income, royalties, damages and other payments now and hereafter due and/or payable with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith, and damages
and payments for past, present or future infringements thereof) and (iii) the right to use and all other rights corresponding thereto and all other rights of any kind whatsoever of such Grantor accruing thereunder or pertaining thereto,
together in each case with the goodwill of the 

  
 7 








 
business connected with the use of, and symbolized by, each such trademark, brand name, service mark, trade name, domain names, business names, fictitious business names, trade styles, trade
dress, logos or other indicia of trade origin or business identifiers. 
 “Trade Secrets”: with respect to
any Grantor, all of such Grantor’s right, title and interest in and to all trade secrets, whether in the United States, any State thereof or any group of countries, other country or any political subdivision thereof, including, without
limitation, know-how, processes, formulae, compositions, designs, and confidential business and technical information, and all rights of any kind whatsoever accruing thereunder or pertaining thereto, including, without limitation, (i) all
income, royalties, damages and payments now and hereafter due and/or payable with respect thereto, including, without limitation, payments under all licenses, non-disclosure agreements and memoranda of understanding entered into in connection
therewith, and damages and payments for past, present or future misappropriations thereof and (ii) the right to sue or otherwise recover for past, present or future misappropriations thereof. 

“Transguard Purchase Agreement”: that certain Purchase Agreement, by and among Holdings, the Borrower, Allied
Van Lines, Inc., North American Van Lines, Inc., and IAT Reinsurance Company Ltd., dated September 21, 2005 (as amended, restated, supplemented or otherwise modified from time to time). 

“Transguard Receivable”: all General Intangibles related to the Transguard Purchase Agreement with respect to
the Purchase Price Premium (as defined in the Transguard Purchase Agreement) including without limitation all rights with respect thereto pursuant to Sections 1.4(b)(iii), 7 and 9 of the Transguard Purchase Agreement. 

1.2 Other Definitional Provisions. (a) The words “hereof”, “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Annex references are to this Agreement unless
otherwise specified. 
 (b) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of
such terms. 
 (c) Where the context requires, terms relating to the Collateral or Pledged Collateral, or any part thereof, when used in
relation to a Granting Party shall refer to such Granting Party’s Collateral or Pledged Collateral or the relevant part thereof. 
 (d)
All references in this Agreement to any of the property described in the definition of the term “Collateral” or “Pledged Collateral”, or to any Proceeds thereof, shall be deemed to be references thereto only to the extent the
same constitute Collateral or Pledged Collateral, respectively. 

  
 8 








 SECTION II 

GUARANTEE 
 2.1 Guarantee.
(a) Each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties and their respective successors, indorsees,
transferees and assigns, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated maturity, by acceleration or otherwise) of the Borrower Obligations. It is the intent of each Guarantor that the
guaranty set forth herein shall be a guaranty of payment and not a guaranty of collection. 
 (b) Anything herein or in any other Loan
Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Loan Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable law, including applicable
Debtor Relief Laws (after giving effect to the right of contribution established in Section 2.2). 
 (c) Each Guarantor agrees that the
total amount of the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of
the Collateral Agent or any other Secured Party hereunder. 
 (d) The guarantee contained in this Section 2 shall remain in full force
and effect until the earlier to occur of (i) the date of the satisfaction of the Termination Conditions or (ii) as to any Guarantor, the sale or other disposition of all of the Capital Stock of such Guarantor permitted under the Credit
Agreement. 
 (e) No payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by
the Collateral Agent or any other Secured Party from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time
in reduction of or in payment of any of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such
Guarantor in respect of any of the Obligations or any payment received or collected from such Guarantor in respect of any of the Obligations), remain liable for each of the Obligations up to the maximum liability of such Guarantor hereunder until
the earlier to occur of (i) the date of the satisfaction of the Termination Conditions or (ii) the sale or other disposition of all of the Capital Stock of such Guarantor permitted under the Credit Agreement. 

(f) The guarantee contained in this Section 2 is a primary and original obligation of each Guarantor, is not merely the creation of a
surety relationship, and is an absolute, unconditional, and continuing guaranty of payment and performance which shall remain in full force and effect without respect to future changes in conditions. 

  
 9 








 2.2 Primary Obligation; Right of Contribution. Each Guarantor hereby agrees that it is
directly, jointly and severally with any other guarantor (including each other Guarantor) of the Guarantor Obligations, liable to the Collateral Agent, for the benefit of the Secured Parties, that the obligations of each Guarantor hereunder are
independent of the obligations of the Borrower or any other guarantor (including each other Guarantor), and that a separate action may be brought against such Guarantor, whether such action is brought against the Borrower or any other guarantor
(including any other Guarantor) or whether the Borrower or any other guarantor (including any other Guarantor) is joined in such action. Each Guarantor hereby agrees that its liability hereunder shall be immediate and shall not be contingent upon
the exercise or enforcement by any member of the Secured Parties of whatever remedies they may have against the Borrower or any other guarantor (including any other Guarantor), or the enforcement of any lien or realization upon any security by any
Secured Party. Each Guarantor hereby agrees that any release which may be given by the Collateral Agent to the Borrower or any other guarantor (including any other Guarantor), or with respect to any property or asset subject to a Lien, shall not
release such Guarantor. Each Guarantor consents and agrees that no Secured Party shall be under any obligation to marshal any property or assets of the Borrower or any other guarantor (including any other Guarantor) in favor of such Guarantor, or
against or in payment of any or all of the Guarantor Obligations. 
 Each Guarantor hereby agrees that to the extent that a Guarantor shall
have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment.
Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Collateral Agent
and the other Secured Parties, and each Guarantor shall remain liable to the Collateral Agent and the other Secured Parties for the full amount guaranteed by such Guarantor hereunder. 

2.3 No Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any Guarantor
by the Collateral Agent or any other Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the Collateral Agent or any other Secured Party against the Borrower or any other Guarantor or any collateral security or
guarantee or right of offset held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other
Guarantor in respect of payments made by such Guarantor hereunder, until the Termination Conditions are satisfied. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when all or any of the Termination
Conditions are not satisfied, such amount shall be held by such Guarantor for the benefit of the Collateral Agent and the other Secured Parties, segregated from other funds of such Guarantor, and shall, promptly upon receipt by such Guarantor, be
turned over to the Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Collateral Agent, if required), to be held as collateral security for all of the Obligations (whether matured or unmatured)
guaranteed by such Guarantor and/or then or at any time thereafter may be applied against the Obligations, whether matured or unmatured, in such order as the Collateral Agent may determine. 

  
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 2.4 Amendments, etc. with respect to the Borrower Obligations. To the maximum extent
permitted by applicable law, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the
Obligations made by the Collateral Agent or any other Secured Party may be rescinded by the Collateral Agent or such other Secured Party and any of the Obligations continued, and any of the Obligations, or the liability of any other Person upon or
for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or
released by the Collateral Agent or any other Secured Party, and the Credit Agreement and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, waived, modified, supplemented or terminated,
in whole or in part, as the Collateral Agent (or the Required Lenders and/or such other requisite percentage of the Lenders as is required pursuant to subsection 10.1 of the Credit Agreement, as the case may be) may deem advisable from time to time,
and any collateral security, guarantee or right of offset at any time held by the Collateral Agent or any other Secured Party for the payment of any of the Obligations may be sold, exchanged, waived, surrendered or released. Neither the Collateral
Agent nor any other Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for any of the Obligations or for the guarantee contained in this Section 2 or any property subject
thereto, except to the extent required by applicable law. 
 2.5 Guarantee Absolute and Unconditional. Each Guarantor waives, to the
maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of reliance by the Collateral Agent or any other Secured Party upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Obligations, and any obligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed,
extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Collateral Agent and the other Secured Parties, on the other
hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives, to the maximum extent permitted by applicable law, diligence, presentment, protest,
demand for payment and notice of default or nonpayment to or upon the Borrower or any of the other Guarantors with respect to any of the Borrower Obligations. Each Guarantor understands and agrees, to the extent permitted by applicable law, that the
guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment. 
 The
guarantee contained in this Section 2 includes Guarantor Obligations arising under successive transactions continuing, compromising, extending, increasing, modifying, releasing, or renewing the Obligations, changing the interest rate, payment
terms, or other terms and conditions thereof, or creating new or additional Obligations after prior Guarantor Obligations have been satisfied in whole or in part. To the maximum extent permitted by law, each Guarantor hereby waives any right to
revoke the guarantee contained in this Section 2 as to future Guarantor Obligations. If such a revocation is effective notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees that (a) no such revocation shall be
effective 

  
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until written notice thereof has been received by the Collateral Agent, (b) no such revocation shall apply to any Guarantor Obligations in existence on the date of receipt by the Collateral
Agent of such written notice (including any subsequent continuation, extension, or renewal thereof, or change in the interest rate, payment terms, or other terms and conditions thereof), (c) no such revocation shall apply to any Guarantor
Obligations made or created after such date to the extent made or created pursuant to a legally binding commitment of the Secured Parties in existence on the date of such revocation, (d) no payment by any Guarantor, the Borrower or from any
other source, prior to the date of the Collateral Agent’s receipt of written notice of such revocation shall reduce the maximum obligation of any Guarantor hereunder and (e) any payment by the Borrower or from any source other than a
Guarantor subsequent to the date of such revocation shall first be applied to that portion of the Guarantor Obligations as to which the revocation is effective and which are not, therefore, guaranteed hereunder, and to the extent so applied shall
not reduce the maximum obligation of any Guarantor hereunder. 
 Each Guarantor hereby waives, to the maximum extent permitted by applicable
law, any and all defenses that it may have arising out of or in connection with any and all of the following: 
 (a) the validity or
enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or
any other Secured Party, 
 (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time
be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party, 
 (c) any change in the time, manner
or place of payment, amendment, or waiver or increase in any of the Obligations, 
 (d) any exchange, taking, or release of Collateral, 

(e) any change in the corporate (or other) structure or existence of the Borrower, 

(f) any application of Collateral to any of the Obligations in accordance with the terms of this Agreement, 

(g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral
Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than
Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking
moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments
on, any indebtedness in such jurisdiction, (iii) 

  
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any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives the Borrower, any Guarantor or Holdings of any
assets or their use, or of the ability to operate its business or a material part thereof, or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has
the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this
Agreement), or 
 (h) any other circumstance whatsoever, other than satisfaction of the Termination Conditions, which (with or without notice
to or knowledge of the Borrower or such Guarantor) constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for its Borrower Obligations, or of such Guarantor under the guarantee contained in this
Section 2, in bankruptcy or in any other instance. 
 When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against
any Guarantor, the Collateral Agent or any other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other
Person or against any collateral security or guarantee for any of the Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or any other Secured Party to make any such demand, to pursue such other rights or
remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor
or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Collateral Agent or any other Secured Party against any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. 

WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER PROVISION SET FORTH IN THIS AGREEMENT, EACH GUARANTOR WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ALL RIGHTS AND DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY ANY SECURED PARTY, EVEN THOUGH SUCH ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH RESPECT TO SECURITY FOR THE GUARANTEED OBLIGATIONS, HAS
DESTROYED SUCH GUARANTOR’S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST ANY BORROWER BY THE OPERATION OF APPLICABLE LAW. 
 2.6
Reinstatement. The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be
restored or returned by the Collateral Agent or any other Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor
or conservator of, or trustee or similar officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made. 

  
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 2.7 Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the
Collateral Agent without set-off or counterclaim in Dollars (or in the case of Obligations denominated in a currency other than Dollars, in such currency) at the office of the Collateral Agent located at 30 Hudson Street, 5th Floor, Jersey City, New Jersey 07302 or such other address of the Collateral Agent as may be designated to the Borrower and such Guarantor from time to time in accordance with subsection 10.2 of the
Credit Agreement. Without limiting the generality of the foregoing, with respect to any Obligations that, in accordance with the express terms of any agreement pursuant to which such Obligations were created, were denominated in any currency other
than the currency of the jurisdiction where a Borrower is principally located, each Guarantor guarantees, to the fullest extent permitted under laws applicable to such Guarantor, that it shall pay the Collateral Agent strictly in accordance with the
express terms of such agreement, including in the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction where the Borrower or any Guarantor is principally located in
effect from time to time, or any order, decree or regulation in the jurisdiction where the Borrower or any Guarantor is principally located. 

2.8 Financial Condition of the Borrower. Each Guarantor represents and warrants to the Secured Parties that it is currently informed of
the financial condition of the Borrower. Each Guarantor further represents and warrants to the Secured Parties that it has read and understands the terms and conditions of the Credit Agreement and each other Loan Document. Each Guarantor hereby
covenants that it will continue to keep itself informed of the financial condition of the Borrower and any other guarantors of the Obligations (including any Guarantors). 

2.9 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guarantee in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor
shall only be liable under this Section 2.9 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 2.9, or otherwise under this Guarantee, as it relates to such Loan Party,
voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 2.9 shall remain in full force and effect until the
Obligations shall have been indefeasibly paid in full. Each Qualified ECP Guarantor intends that this Section 2.9 constitute, and this Section 2.9 shall be deemed to constitute, a “keepwell, support, or other agreement” for the
benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 

  
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 SECTION III 

GRANT OF SECURITY INTEREST 
 3.1
Collateral. Subject to Section 3.3, Grantor hereby grants to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, a security interest in all of the following property now owned or at any time
hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (together with the Pledged Collateral, the “Collateral”), as collateral security for the
prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of such Grantor: 

(a) all Accounts; 
 (b) all
Chattel Paper; 
 (c) all Commercial Tort Claims; 

(d) all Contracts; 
 (e) all cash
and Deposit Accounts; 
 (f) all Documents; 

(g) all Equipment; 
 (h) all
Fixtures; 
 (i) all General Intangibles; 

(j) all Goods not covered by the other clauses of this Section 3.1; 

(k) all Instruments; 
 (l) all
Intellectual Property; 
 (m) all Inventory; 

(n) all Money; 
 (o) all
Letter-of-Credit Rights; 
 (p) all books and records pertaining to any of the foregoing; and 

(q) to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security, guarantees and
other Supporting Obligations given by any Person with respect to any of the foregoing; 
 provided that, in the case of each Grantor, Collateral
shall not include any property or assets specifically excluded from Pledged Collateral (including, without limitation, any voting Capital Stock of any Foreign Subsidiary in excess of 65% of any series of such stock). 

3.2 Pledged Collateral. (a) Subject to Section 3.3, each Grantor hereby grants to the Collateral Agent, for its benefit and
the ratable benefit of the other Secured Parties, a security interest in all of the Pledged Securities and other Investment Property now owned or at any time 

  
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hereafter acquired by such Grantor, and any Proceeds thereof, as collateral security for the prompt and complete performance or payment when due (whether at the stated maturity, by acceleration
or otherwise) of the Obligations (the “Grantor Pledged Collateral”); provided that Pledged Collateral shall not include (i) any voting Capital Stock of any Foreign Subsidiary directly held by any Grantor in excess of 65%
of voting stock of such Foreign Subsidiary, (ii) any voting Capital Stock of any Foreign Subsidiary Holdco in excess of 65% of voting stock of such Foreign Subsidiary Holdco or (iii) any Capital Stock of any Domestic Subsidiary that is not
a Material Subsidiary. 
 (b) Subject to Section 3.3, Holdings hereby grants and hypothecates to the Collateral Agent, for its benefit
and the ratable benefit of the other Secured Parties, a security interest in all of the Capital Stock of the Borrower and all Intercompany Notes, in each case, now owned or at any time hereafter acquired by Holdings and, in each case, any Proceeds
thereof, as collateral security for the prompt and complete performance or payment when due of the Obligations (the “Holdings Pledged Collateral” and collectively with the Grantor Pledged Collateral, the “Pledged
Collateral”) 
 3.3 Certain Exceptions. No security interest is or will be granted pursuant hereto in (and the terms Pledged
Collateral and Collateral shall not include) the right, title and interest of any Grantor under or in: 
 (a) any “intent to use”
Trademark applications until an allegation of use or statement of use has been filed and accepted by the United States Patent & Trademark Office, whereupon such application shall be automatically subject to the security interest granted
herein and deemed to be included in the Collateral; 
 (b) [intentionally deleted]; 

(c) any lease, license, contract, property rights or agreement (including, for the avoidance of doubt, all governmental licenses or state or
local franchises, charters and authorizations and any lease, licenses, contract or agreement related to Equipment subject to a Lien permitted by subsection 7.3(h), (j) or (m) of the Credit Agreement) to which any Grantor is a party or any
of its rights or interests thereunder if and for so long as the grant of such security interest shall constitute or result in (i) the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor therein or
(ii) in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract property rights or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406,
9-407, 9-408 or 9-409 of the UCC (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law (including applicable Debtor Relief Laws) or principles of equity), provided however that the Collateral
shall include and such security interest shall attach immediately at such time as the condition causing such abandonment, invalidation or unenforceability shall be remedied and to the extent severable, shall attach immediately to any portion of such
lease, license, contract, property rights or agreement that does not result in any of the consequences specified in (i) or (ii) above; 

(d) any motor vehicles and other assets subject to certificates of title; 

  
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 (e) as to which the Collateral Agent reasonably determines that the costs of obtaining a security
interest in any specifically identified assets are excessive in relation to the benefit to the Secured Parties of the security afforded thereby; 

(f) any interest in joint ventures or non-wholly-owned Subsidiaries which cannot be pledged without the consent of one or more third parties;

 (g) all fee owned real property with a value of less than $1,000,000 and all leasehold interests (and for the avoidance of doubt, no
Grantor shall be required to deliver any landlord waivers, estoppels and collateral access agreements with respect to any location where any Grantor does not keep its records concerning such Grantor’s Receivables); and 

(h) with respect to Holdings, any asset other than all Intercompany Notes, all of the Capital Stock of the Borrower now owned or at any time
hereafter acquired by Holdings, all dividends, distributions or payments with respect to such Intercompany Notes or Capital Stock (in whatever form) and any Proceeds thereof. 

3.4 **** Accounts. Upon the receipt by ABL Agent from the **** Accounts Purchaser of payment in full of the purchase price owing to the
applicable Granting Party in respect of any **** Purchased Accounts sold pursuant to and in accordance with the terms of the **** Accounts Purchase Agreement, the Lien of the Collateral Agent on such **** Purchased Account shall be automatically
released; provided that if at any time any **** Purchased Accounts are reconveyed by the **** Accounts Purchaser to the applicable Granting Party or otherwise repurchased by the applicable Granting Party, then (a) upon the payment in
full by the applicable Granting Party of the outstanding amounts owed by the applicable Granting Party to the **** Accounts Purchaser in respect of such Purchased Accounts in accordance with the terms of the Accounts Purchase Agreement, the assets
consisting of such **** Purchased Accounts shall no longer be deemed **** Purchased Accounts and the interest of **** Accounts Purchaser therein shall automatically be released and terminated and (b) the perfected Lien of the Collateral Agent
in and to such assets shall automatically attach and be perfected pursuant to the terms of the Loan Documents and shall become part of the Collateral of the Secured Parties. Notwithstanding anything to the contrary contained above, each applicable
Granting Party hereby confirms its grant, in favor of the Collateral Agent, of a continuing security interest in and lien upon all proceeds and amounts payable to such applicable Granting Party under the **** Receivables Documents. Nothing contained
in this Agreement or in any of the other Loan Documents shall be deemed a release of the Collateral Agent’s Lien upon any such proceeds and amounts payable to the applicable Granting Party under the **** Receivables Documents. 

3.5 Relocation SPV Financing Accounts. Upon the receipt by ABL Agent from the Relocation SPV of payment in full of the purchase price
owing to the applicable Granting Party in respect of any Accounts that are related to the Employee Relocation Business sold pursuant to and in accordance with the terms of the documents governing the Relocation SPV Financing (the “Relocation
SPV Purchased Accounts”), the Lien of Collateral Agent on such Relocation SPV Purchased Accounts shall be automatically released; provided, that, if at any time any Relocation SPV Purchased Accounts are reconveyed by the Relocation SPV or
the lender under the Relocation SPV Financing (the “Relocation Accounts Purchaser”) to the 

  
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applicable Granting Party or otherwise repurchased by the applicable Granting Party, then (a) upon the payment in full by the applicable Granting Party of the outstanding amounts owed by the
applicable Granting Party to the Relocation Accounts Purchaser in respect of such Relocation SPV Purchased Accounts in accordance with the terms of the documents governing the Relocation SPV Financing, the assets consisting of such Relocation SPV
Purchased Accounts shall no longer be deemed Relocation SPV Purchased Accounts and the interest of Relocation Accounts Purchaser therein shall automatically be released and terminated and (b) the perfected Lien of Collateral Agent in and to
such assets shall automatically attach and be perfected pursuant to the terms of the Loan Documents and shall become part of the Collateral of the Secured Parties. Notwithstanding anything to the contrary contained above, each applicable Granting
Party hereby confirms its grant, in favor of Collateral Agent, of a continuing security interest in and lien upon all proceeds and amounts payable to such applicable Granting Party under the documents governing the Relocation SPV Financing. Nothing
contained in this Agreement or in any of the other Loan Documents shall be deemed a release of Agent’s Lien upon any such proceeds and amounts payable to the applicable Granting Party under the documents governing the Relocation SPV Financing.

 SECTION IV 
 REPRESENTATIONS
AND WARRANTIES 
 4.1 Representations and Warranties of Each Granting Party. To induce the Agents and the Lenders to enter into the
Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Granting Party hereby represents and warrants to the Collateral Agent and each other Secured Party that the representations and
warranties set forth in subsection 4 of the Credit Agreement as they relate to such Granting Party or to the Loan Documents to which such Granting Party is a party, each of which representations and warranties is hereby incorporated herein by
reference, are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on the Closing
Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Collateral
Agent and each other Secured Party shall be entitled to rely on each of such representations and warranties as if fully set forth herein; provided that each reference in each such representation and warranty to the Borrower’s knowledge
shall, for the purposes of this Section 4.1, be deemed to be a reference to such Granting Party’s knowledge. 
 4.2
Representations and Warranties of Each Grantor. To induce the Agents and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby
represents and warrants to the Collateral Agent and each other Secured Party that, on the Closing Date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date), that: 

  
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 4.2.1 Title; No Other Liens. Except for the security interests granted to the Collateral
Agent, for its benefit and the ratable benefit of the other Secured Parties, pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Collateral by the Credit Agreement (including without limitation subsection 7.3
thereof), such Grantor owns each material item of such Grantor’s Collateral free and clear of any and all Liens. Except as set forth on Schedule 5, no financing statement or other similar public notice with respect to all or any part of
such Grantor’s Collateral is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, pursuant to this Agreement or as are
permitted by the Credit Agreement (including without limitation subsection 7.3 thereof) or any other Loan Document or for which termination statements will be delivered on the Closing Date. 

4.2.2 Perfected Liens. (i) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid
and enforceable Liens on such Grantor’s Collateral in favor of the Collateral Agent, for its benefit and for the ratable benefit of the other Secured Parties, except as enforceability may be affected by Debtor Relief Laws, general equitable
principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 
 (ii) Except
with regard to Liens (if any) on Specified Assets, upon the completion of the Filings, and the delivery to and continuing possession by the Collateral Agent of all Instruments, Chattel Paper and Documents, to the extent required by this Agreement, a
security interest in which is perfected by possession, (c) the Deposit Accounts a security interest in which is required to be or is perfected by “control” (as defined in the Code) are under the “control” of the Collateral
Agent, (d) the Mortgages have been duly recorded and (e) with respect to Intellectual Property, all applicable filings and recordations have been made with the United States Patent and Trademark Office and the United States Copyright
Office, as applicable, the Liens created pursuant to this Agreement will constitute valid Liens on and (to the extent provided herein) perfected security interests in such Grantor’s Collateral in favor of the Collateral Agent for its benefit
and for the ratable benefit of the other Secured Parties, and will be prior to all other Liens of all other Persons other than Permitted Liens, and which Liens are enforceable as such as against all other Persons other than Ordinary Course
Transferees, except to the extent that (a) enforceability of the Liens over Contracts, Accounts or Receivables on which the United States of America or any department, agency or instrumentality is the obligor may require compliance with the
Assignment of Claims Act and (b) enforceability may be limited by applicable Debtor Relief Laws and by general equitable principles (whether enforcement is sought by proceedings in equity or at law) or by an implied covenant of good faith and
fair dealing. Nothing in this Agreement shall require a Grantor to make any filings or take any other actions outside the United States to record or perfect any security interest in favor of the Collateral Agent in any Intellectual Property. As used
in this Section 4.2.2(ii), the following terms shall have the following meanings: 
 “Filings”: the
filing or recording of the Financing Statements, the Mortgages, which such Mortgages will be filed after the Closing Date, and, with respect to Intellectual Property, all applicable filings and recordations with the United States Patent and
Trademark Office and the United States Copyright Office as set forth in subsection 4.13 of the Credit Agreement, and any filings after the Closing Date in any other jurisdiction as may be necessary under any Requirement of Law. 

  
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 “Financing Statements”: the financing statements delivered to
the Collateral Agent by each Granting Party on the Closing Date for filing in the jurisdictions listed on Schedule 5.1(g) to the Credit Agreement (which Financing Statements are in proper form for filing in such jurisdictions). 

“Ordinary Course Transferees”: (i) with respect to goods only, buyers in the ordinary course of business
and lessees in the ordinary course of business to the extent provided in Section 9-320(a) and 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction, (ii) with respect to general intangibles only,
licensees in the ordinary course of business to the extent provided in Section 9-321 of the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction and (iii) any other Person who is entitled to take free of the
Lien pursuant to the Uniform Commercial Code as in effect from time to time in the relevant jurisdiction. 

“Permitted Liens”: as defined in the Credit Agreement. 

“Specified Assets”: the following property and assets of each Grantor: 

(1) Equipment constituting Fixtures; 

(2) Collateral for which the perfection of Liens thereon requires filings in or other actions under the laws of jurisdictions
outside of the United States of America, any State, territory or dependency thereof or the District of Columbia; 
 (3)
Contracts, Accounts or Receivables on which the United States of America or any department, agency or instrumentality thereof is the Obligor, and property or assets subject to any rights reserved in favor of the United States government as required
under law; and 
 (4) goods included in Collateral received by any Person for “sale or return” as defined in
Section 2-326 of the Uniform Commercial Code of the applicable jurisdiction, to the extent of claims of creditors of such Person. 

4.2.3 Jurisdiction of Organization. On the date hereof, such Grantor’s and Holdings’ jurisdiction of organization is specified
on Schedule 3. 
 4.2.4 Farm Products. None of such Grantor’s Collateral constitutes, or is the Proceeds of, Farm
Products. 
 4.2.5 Receivables. (i) The amounts represented by such Grantor to the Collateral Agent or the other Secured Parties
from time to time as owing by each account debtor or by all account debtors in respect of such Grantor’s Receivables constituting Collateral will at such time be the correct amount, in all material respects, actually owing by such account
debtor or debtors thereunder, except to the extent that appropriate reserves therefor have been established on the books of such Grantor in accordance with GAAP. 

  
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 (ii) The places where such Grantor keeps its records concerning such Grantor’s Receivables
constituting Collateral are listed on Schedule 6 or such other location or locations of which such Grantor shall have provided prior written notice to the Collateral Agent pursuant to Section 5.2.5 hereof. 

(iii) Unless otherwise indicated in writing to the Collateral Agent, each Receivable constituting Collateral of such Grantor arises out of a
bona fide sale and delivery of goods or rendition of services by such Grantor. 
 (iv) Such Grantor has not given any account debtor any
deduction in respect of the amount due under any such Account, except in the ordinary course of business or as such Grantor may otherwise advise the Collateral Agent in writing. 

4.2.6 Intellectual Property. Schedule 4 lists all (i) material registrations and material applications for Patents,
Trademarks and Copyrights owned by such Grantor in its own name as of the date hereof and (ii) material Trademark Licenses, Patent Licenses and Copyright Licenses to which such Grantor is a party on the date hereof, noting in each case the
relevant registration, application or serial number, the jurisdiction of registration or application, and, in the case of (ii), the title of the license, the counterparty to such license and the date of such license. Except as set forth on
Schedule 4, on the date hereof: 
 (i) Such Grantor owns, or is licensed to use, all Intellectual Property material to
the conduct of its business as currently conducted, free and clear of all Liens other than Permitted Liens, and takes reasonable actions to protect, preserve and maintain such Intellectual Property. 

(ii) Each patent, patent application, trademark registration, trademark application, copyright registration, and copyright
application of such Grantor set forth on Schedule 4 is to such Grantor’s knowledge registered, or pending registration in the case of applications, and no U.S. patent, U.S. patent application, U.S. trademark registration, U.S. trademark
application, U.S. copyright registration, or U.S. copyright application set forth on Schedule 4 has been adjudged invalid, unregisterable or unpatentable, as the case may be, or unenforceable in any respect that would reasonably be expected
to have a Material Adverse Effect and to the best of such Grantor’s knowledge, is valid, registerable or patentable, as the case may be, and is enforceable, has not expired or been abandoned. 

(iii) No action or proceeding is pending by any Person or, to the knowledge of such Grantor, threatened, or imminent, as of the
date hereof, and no holding, decision or judgment has been rendered by any Governmental Authority or arbitrator which may limit, cancel, challenge or question the validity, enforceability, ownership or use of, or such Grantor’s rights in, any
Intellectual Property owned by such Grantor in any material respect, nor does such Grantor know of any valid basis for any such claim, action, proceeding, holding, decision or judgment, except for any of the foregoing which, individually or in the
aggregate, could not reasonably be expected to have a Material Adverse Effect. 

  
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 (iv) To the knowledge of such Grantor, the operation of the business of such
Grantor does not infringe the rights of any Person to an extent which could reasonably be expected to have a Material Adverse Effect, and no Person is infringing any Intellectual Property owned by such Grantor to an extent which could reasonable be
expected to have a Material Adverse Effect. 
 4.2.7 Contracts. (i) No consent of any party (other than such Grantor) to any of
such Grantor’s Contracts is required, or purports to be required, in connection with the execution, delivery and performance of this Agreement and the other Loan Documents. 

(ii) Each of such Grantor’s Contracts is in full force and effect and constitutes a valid and legally enforceable obligation of such
Grantor and, to such Grantor’s knowledge, each of the other parties thereto, subject to the effects of Debtor Relief Laws, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good
faith and fair dealing. 
 (iii) No consent or authorization of, filing with or other act by or in respect of any Governmental Authority is
required in connection with the execution, delivery, performance, validity or enforceability of any of such Grantor’s Contracts by such Grantor or, to such Grantor’s knowledge, any other party thereto, other than those which have been duly
obtained, made or performed, or where the failure to have obtained such consent or authorization or to make such filing or take such action, would not reasonably be expected to result in a Material Adverse Effect. 

(iv) Neither such Grantor nor (to the best of such Grantor’s knowledge) any of the other parties to such Grantor’s Contracts is in
default in any material respect in the performance or observance of any of the terms thereof. 
 (v) The right, title and interest of such
Grantor in, to and under such Grantor’s Contracts are not subject to any material defenses, offsets, counterclaims or claims. 
 (vi)
Such Grantor has delivered to the Collateral Agent a complete and correct copy of each of such Grantor’s Contracts, including all amendments, supplements and other modifications thereto. 

4.3 Representations and Warranties of Each Granting Party. To induce the Agents and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Granting Party hereby represents and warrants to the Collateral Agent and each other Secured Party, on the Closing Date (except to the extent that
such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), that: 

4.3.1 The shares of Pledged Stock pledged by such Granting Party hereunder constitute (i) in the case of Pledged Stock constituting
Capital Stock of any Domestic Subsidiary, all the issued and outstanding shares of all classes of the Capital Stock of each such Domestic Subsidiary owned by such Granting Party and required to be pledged hereunder, and (ii) in the case of any
Pledged Stock constituting voting Capital Stock of any Foreign Subsidiary or of any 

  
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Foreign Subsidiary Holdco, such percentage (in the case of voting stock, not more than 65%) as is specified on Schedule 2 of all the issued and outstanding shares of all classes of the
Capital Stock of each such Foreign Subsidiary directly owned by such Granting Party and required to be pledged hereunder. 
 4.3.2 All the
shares of the Pledged Stock pledged by such Granting Party hereunder have been duly and validly issued and are fully paid and nonassessable. 

4.3.3 Each of the Intercompany Notes pledged by such Granting Party hereunder constitutes the legal, valid and binding obligation of the
obligor with respect thereto, enforceable in accordance with its terms, subject to the effects of Debtor Relief Laws, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing. 
 4.3.4 Such Granting Party is the record and beneficial owner of, and has good title to, the Pledged Securities pledged by it
hereunder, free of any and all Liens or options in favor of, or claims of, any other Person, except the security interest created by this Agreement and Liens arising by operation of law or permitted by the Credit Agreement. 

4.3.5 Upon delivery to the Collateral Agent of the certificates evidencing the Pledged Securities held by such Granting Party, together with
duly executed stock or bond powers or other instruments of transfer, the security interest created by this Agreement in such Collateral, assuming the continuing possession of such Pledged Securities by the Collateral Agent and will constitute a
valid, perfected first priority security interest in such Collateral to the extent provided in the Code, enforceable in accordance with its terms against all creditors of such Granting Party and any Persons purporting to purchase such Collateral
from such Granting Party, except as enforceability may be affected by Debtor Relief Laws, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 

4.3.6 Upon the filing of financing statements in the appropriate jurisdictions under the Code, the security interest created by this Agreement
in such Pledged Securities that constitute uncertificated securities, will constitute a valid, perfected first priority security interest in such Pledged Securities constituting uncertificated securities to the extent provided in and governed by the
Code, enforceable in accordance with its terms against all creditors of such Granting Party and any Persons purporting to purchase such Pledged Securities from such Granting Party, except as enforceability may be affected by Debtor Relief Laws,
general equitable principles (whether considered in a proceeding equity or at law) and an implied covenant of good faith and fair dealing. 

  
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 SECTION V 

COVENANTS 
 5.1 Covenants of
Each Guarantor. Each Guarantor covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date of the satisfaction of the Termination
Conditions, or (ii) as to any Guarantor, the date upon which all the Capital Stock of such Guarantor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement, (A) such Guarantor shall take, or
shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by
such Guarantor or any of its Subsidiaries and (B) such Guarantor agrees and covenants (i) to do each of the things set forth in the Credit Agreement that the Borrower agrees and covenants to cause such Guarantor to do and (ii) to not
do each of the things set forth in the Credit Agreement that the Borrower agrees and covenants to cause such Guarantor not to do, in each case, fully as though such Guarantor was a party thereto, and such agreements and covenants are incorporated
herein by this reference, mutatis mutandis. 
 5.2 Covenants of Each Grantor and Granting Party. Each of the Grantors and, in the case
of Section 5.2.4, Holdings, covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the earlier to occur of (i) the date of the satisfaction of the Termination
Conditions, or (ii) as to any Guarantor, the date upon which all the Capital Stock of such Guarantor shall have been sold or otherwise disposed of in accordance with the terms of the Credit Agreement: 

5.2.1 Delivery of Instruments and Chattel Paper. (a) If any amount payable under or in connection with any of such Grantor’s
Collateral shall be or become evidenced by any Instrument or Chattel Paper (other than electronic Chattel Paper which shall be subject to clause (b) below), each with a face value of more than $500,000, such Instrument or Chattel Paper shall be
promptly delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent, to be held as Collateral pursuant to this Agreement. Such Grantor shall not permit any other Person to possess any such Collateral at any
time or any Disposition of such Collateral in a transaction permitted by the Credit Agreement. 
 (b) Promptly (and in any event within ten
(10) Business Days) after reasonable request by the Collateral Agent, each Grantor shall take all steps reasonably necessary to grant the Collateral Agent control of all electronic Chattel Paper in accordance with the Code and all
“transferable records” as that term is defined in Section 16 of the Uniform Electronic Transmission Act and Section 201 of the federal Electronic Signatures in Global and National Commerce Act as in effect in any relevant
jurisdiction, to the extent that the aggregate value or face amount of such electronic Chattel Paper equals or exceeds $500,000. 
 5.2.2
Maintenance of Insurance. (i) Such Grantor will maintain, with financially sound and reputable companies, insurance policies (a) insuring such Grantor’s Inventory and Equipment against loss by fire, explosion, theft and such
other casualties as are usually insured against by companies engaged in the same or a similar business or consistent with past practice of such Grantor and (b) insuring such Grantor, the Collateral Agent and the other Secured Parties against
liability for personal injury and property damage relating to such Inventory and Equipment, such policies to be in such amounts and covering at least such risks as are usually insured against by companies engaged in the same or a similar business or
consistent with past practice of such Grantor. 

  
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 (ii) All such insurance shall (a) provide that no cancellation, material reduction in
amount or material change in coverage thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written notice thereof, (b) name the Collateral Agent as an additional insured and/or loss payee and
(c) include deductibles consistent with past practice of such Grantor or otherwise consistent with industry practice or otherwise reasonably satisfactory to the Collateral Agent. 

(iii) Such Grantor (limited solely to the Borrower) shall deliver to the Collateral Agent and the other Secured Parties reports of one or more
reputable insurance brokers of the individual insurance companies with respect to such insurance as the Collateral Agent may from time to time reasonably request. 

5.2.3 Payment of Obligations. Such Grantor will pay and discharge or otherwise satisfy at or before maturity or before they become
delinquent, as the case may be, all federal and other material taxes, assessments and governmental charges or levies imposed upon such Grantor’s Collateral or in respect of income or profits therefrom, as well as all material claims of any kind
(including, without limitation, material claims for labor, materials and supplies) against or with respect to such Grantor’s Collateral, except that no such tax, assessment, charge or levy need be paid or satisfied if the amount or validity
thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of such Grantor. 

5.2.4 Maintenance of Perfected Security Interest; Further Documentation. (i) Such Granting Party shall maintain the security
interest created by this Agreement in such Granting Party’s Collateral as a perfected security interest having at least the priority described in Section 4.2.2 and shall defend such security interest against the claims and demands of all
Persons whomsoever. Nothing in this Agreement shall require a Granting Party to make any filings or take any other actions outside the United States to record or perfect any security interest in favor of the Collateral Agent in any Intellectual
Property. 
 (ii) Such Granting Party will furnish to the Collateral Agent from time to time statements and schedules further identifying
and describing such Granting Party’s Collateral and such other reports in connection with such Granting Party’s Collateral as the Collateral Agent may reasonably request in writing, all in reasonable detail. 

(iii) At any time and from time to time, upon the written request of the Collateral Agent, and at the sole expense of such Granting Party,
such Granting Party will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request for the purpose of obtaining or preserving the full benefits of this
Agreement and of the rights and powers herein granted by such Granting Party, including, without limitation, in the case of Investment Property, Deposit Accounts and any other relevant Collateral, taking any actions necessary to enable the
Collateral Agent to obtain “control” (as defined in the Code) with respect thereto and as required by the terms of this Agreement. 

  
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 (iv) Such Granting Party authorizes the filing by the Collateral Agent of financing or
continuation statements, or amendments thereto, and such Granting Party will execute and deliver to the Collateral Agent such other instruments or notices, as the Collateral Agent may reasonably request, in order to perfect and preserve the security
interests granted or purported to be granted hereby. 
 (v) Such Granting Party acknowledges that it is not authorized to file any financing
statement or amendment or termination statement with respect to any financing statement filed in connection with this Agreement without the prior written consent of the Collateral Agent, subject to such Granting Party’s rights under
Section 9-509(d)(2) of the Code. 
 5.2.5 Changes in Locations, Name, etc. Such Grantor will not, except upon not less than ten
(10) days’ prior written notice to the Collateral Agent, change its name, identity or corporate structure; provided that, prior to taking any such action, or promptly after receiving a written request therefor from the Collateral
Agent, such Grantor shall deliver to the Collateral Agent all documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests provided for herein. 

5.2.6 Notices. Such Grantor will advise the Collateral Agent promptly, in reasonable detail, of: 

(i) any Lien (other than security interests created hereby or Liens permitted under the Credit Agreement) on any of such Grantor’s
Collateral which would adversely affect the ability of the Collateral Agent to exercise any of its remedies hereunder; and 
 (ii) the
occurrence of any other event which would reasonably be expected to have a material adverse effect on the aggregate value of such Grantor’s Collateral or on the security interests created hereby. 

5.2.7 Pledged Securities. In the case of each Grantor which is an Issuer, such Issuer agrees that (i) it will be bound by the terms
of this Agreement relating to the Pledged Securities issued by it and will comply with such terms insofar as such terms are applicable to it, (ii) it will notify the Collateral Agent promptly in writing of the occurrence of any of the events
described in Section 5.3.1 with respect to the Pledged Securities issued by it and (iii) the terms of Sections 6.3(c) and 6.7 shall apply to it, mutatis mutandis, with respect to all actions that may be required of it pursuant to
Section 6.3(c) or 6.7 with respect to the Pledged Securities issued by it. 
 5.2.8 Receivables. (i) Other than in the
ordinary course of business or as expressly permitted by the Loan Documents, such Grantor will not (a) grant any extension of the time of payment of any of such Grantor’s Receivables, (b) compromise or settle any such Receivable for
less than the full amount thereof, (c) release, wholly or partially, any Person liable for the payment of any Receivable or (d) allow any credit or discount whatsoever on any such Receivable unless such extensions, compromises,
settlements, releases, credits or discounts would not reasonably be expected to have a material adverse effect on the value of the Receivables constituting Collateral taken as a whole. 

(ii) Such Grantor will deliver to the Collateral Agent a copy of each material demand, notice or document received by it that questions or
calls into doubt the validity or enforceability of more than 5% of the aggregate amount of the then outstanding Receivables. 

  
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 5.2.9 Maintenance of Records. Such Grantor will keep and maintain at its own cost and
expense reasonably satisfactory and complete records of its Collateral, including, without limitation, a record of all payments received and all credits granted with respect to such Collateral, and shall mark such records to evidence this Agreement
and the Liens and the security interests created hereby. For the Collateral Agent’s and the other Secured Parties’ further security, the Collateral Agent, for its benefit and for the ratable benefit of the other Secured Parties, shall have
a security interest in all of such Grantor’s books and records pertaining to such Grantor’s Collateral. 
 5.2.10 Intellectual
Property. (i) Such Grantor agrees that, should it, either by itself or through any agent, employee, licensee or designee, obtain, an ownership interest in any (x) registration or application of Copyright, Patent or Trademark or
(y) exclusive rights under a Copyright License, Patent License or Trademark License which is not now a part of the Collateral, (A) the provisions of Section 3 shall automatically apply thereto, (B) any such Copyright, Copyright
License, Patent, Patent License, Trademark or Trademark License shall automatically become part of the Collateral, and (C) with respect to any ownership interest in any such Copyright, Copyright License, Patent, Patent License, Trademark or
Trademark License that such Grantor should obtain, it shall file all documents necessary to perfect a security interest therein in favor of the Collateral Agent for its benefit and for the ratable benefit of the other Secured Parties with
(1) the United Stated Patent and Trademark Office within three months of obtaining any such ownership interest and (2) the United States Copyright Office within one month of obtaining any such ownership interest and shall give notice
thereof to the Collateral Agent in writing, in reasonable detail, at its address set forth in the Credit Agreement within 45 days after the end of the calendar quarter in which it obtains such ownership interest. Such Grantor hereby authorizes the
Collateral Agent to modify this Agreement by amending Schedule 4 (and will cooperate reasonably with the Collateral Agent in effecting any such amendment) to include on Schedule 4 any Copyright, Copyright License, Patent, Patent
License, Trademark or Trademark License of which it receives notice under this Section, or to prepare and file with the United States Patent and Trademark Office or the United States Copyright Office a supplement to this Agreement to include any
Copyright, Patent or Trademark of which it receives notice under this Section. Upon request of the Collateral Agent, such Grantor shall execute and deliver, and have recorded, any and all agreements, instruments, documents, and papers as the
Collateral Agent may request to evidence the Collateral Agent’s and the Secured Parties’ security interest in any Intellectual Property. 

(ii) Except as permitted in the Loan Documents, such Grantor agrees to take all reasonably necessary steps, including, without limitation,
(A) continue to use each material Trademark in order to maintain such Trademark in full force free from any claim of abandonment or cancellation for non-use, (B) maintain in all material respects as in the past the quality of all products
and services offered under any material Trademark, (C) use each material Trademark with all appropriate notices of registration and all other notices and legends required by applicable Requirements of Law, (D) not (and will use
commercially reasonable efforts to prohibit any licensee or sublicensee thereof to) do any act or knowingly omit to do any act whereby a material Trademark could reasonably be expected to become invalidated or diluted in any way, and (E) in the
United States Patent and Trademark Office, to (x) maintain each trademark registration and each Trademark License identified on Schedule 4, and (y) pursue each trademark application now or hereafter identified on Schedule 4,
including, without limitation, 

  
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the filing of responses to office actions issued by the United States Patent and Trademark Office, the filing of any amendments to allege use or statements of use, the filing of applications for
renewal, the filing of affidavits under Sections 8 and 15 of the United States Trademark Act, and the participation in opposition, cancellation, infringement and dilution proceedings, the payment of any maintenance or renewal fees, except, in each
case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Such Grantor agrees to take corresponding steps with respect to each new or acquired trademark or service mark registration, or
application for trademark or service mark registration, or any rights obtained under any Trademark License, in each case, to which it is now or later becomes entitled, except in each case in which such Grantor has reasonably determined that any of
the foregoing is not material to its business. Any expenses incurred in connection with such activities shall be borne by such Grantor. 

(iii) Such Grantor will not do any act, or omit to do any act (and will use commercially reasonable efforts to ensure that any licensee or
sublicensee does not do any act or omit to do any act) whereby any material Patent is forfeited, abandoned or dedicated to the public, except in the case in which such Grantor has reasonably determined that the foregoing is not material to its
business. Except as permitted in the Loan Documents, such Grantor agrees to take all necessary steps, including, without limitation, in the United States Patent and Trademark Office or in any court, to (A) maintain each Patent and each Patent
License identified on Schedule 4, and (B) pursue each patent application, now or hereafter identified on Schedule 4, including, without limitation, the filing of divisional, continuation, continuation-in-part and substitute
applications, the filing of applications for reissue, renewal or extensions, the payment of maintenance fees, and the participation in interference, reexamination, opposition or infringement and misappropriation proceedings, except, in each case in
which such Grantor has reasonably determined that any of the foregoing is not material to its business. Such Grantor agrees to take corresponding steps with respect to each new or acquired patent, patent application, or any rights obtained under any
Patent License, in each case, to which it is now or later becomes entitled, except in each case in which such Grantor has reasonably determined that any of the foregoing is not material to its business. Any expenses incurred in connection with such
activities shall be borne by such Grantor. 
 (iv) Except as provided in clause (v) hereof, such Grantor shall take all additional
steps not set forth in clauses (ii) and (iii) hereof which it or the Collateral Agent deems reasonably appropriate under the circumstances to preserve and protect its material Patents, Patent Licenses, Trademarks, and Trademark Licenses.

 (v) Such Grantor shall not abandon or cancel, or allow any trademark registration, patent or any pending trademark or patent application
to be abandoned or cancelled, in each case listed on Schedule 4, without the written consent of the Collateral Agent, unless such Grantor shall have previously determined that such use or the pursuit or maintenance of such trademark
registration, patent or pending trademark or patent application is not material to its business, in which case, such Grantor will, at least annually, give notice of any such abandonment or cancellation to the Collateral Agent in writing, in
reasonable detail, at its address set forth in the Credit Agreement. 

  
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 (vi) Such Grantor will not knowingly do any act or knowingly omit to do any act (and will use
commercially reasonable efforts to ensure that any licensee or sublicensee does not do any act or omit to do any act) whereby any material portion of the Copyrights could reasonably be expected to become materially impaired or dedicated to the
public. 
 (vii) Such Grantor will not (and will use commercially reasonable efforts to ensure that any licensee or sublicense does not)
knowingly infringe in any material respect upon the intellectual property rights of any other Person. 
 (viii) Such Grantor will notify the
Collateral Agent promptly if it knows, or has reason to know, that any Intellectual Property may become forfeited, abandoned, cancelled, lost or dedicated to the public, or of any material adverse determination or development (including, without
limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any similar office or agency, or any U.S. court, but excluding normal
course office actions) regarding such Grantor’s rights in, or the validity, enforceability, ownership or use of, any material Intellectual Property, including, without limitation, such Grantor’s right to register, keep or maintain the
same. 
 (ix) In the event that any Grantor becomes aware that any item of Intellectual Property which such Grantor has reasonably
determined to be material to its business is infringed or misappropriated by a third party, which infringement or misappropriation would reasonably be expected to have a Material Adverse Effect, such Grantor shall notify the Collateral Agent
promptly and in writing, in reasonable detail, at its address set forth in the Credit Agreement, and shall take such actions as such Grantor or the Collateral Agent deems reasonably appropriate under the circumstances to protect such Intellectual
Property, including, without limitation, suing for damages and/or for an injunction against such infringement or misappropriation. Any expense incurred in connection with such activities shall be borne by such Grantor. Such Grantor will advise the
Collateral Agent promptly and in writing, in reasonable detail, at its address set forth in the Credit Agreement, of any adverse determination or the institution of any proceeding (including, without limitation, the institution of any proceeding in
the United States Patent and Trademark Office or any court) regarding any item of the Intellectual Property which could reasonably result in a Material Adverse Effect. 

(x) Such Grantor shall mark its products with the trademark registration symbol ®,
the numbers of all appropriate patents, the common law trade mark symbol TM, the designation “patent pending,” as the case may be, to the extent that it is reasonably and commercially practicable. 

(xi) Such Grantor will not create, incur or permit to exist, will defend the Intellectual Property against, and will take such other action as
is reasonably necessary to remove, any material Lien or material adverse claim on or to any of the Intellectual Property other than Liens created hereby and other than as permitted pursuant to the Loan Documents (including, without limitation, any
Liens permitted to exist on the Intellectual Property pursuant to subsection 7.3 of the Credit Agreement), and will defend the right, title and interest of the Collateral Agent and the other Secured Parties in and to any of the Intellectual Property
against the claims and demands of all Persons whomsoever, except where failure to defend would not have a Material Adverse Effect. 

  
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 (xii) Without the prior written consent of the Collateral Agent, such Grantor will not sell,
assign, transfer, exchange, license or otherwise dispose of or grant any option with respect to, the Intellectual Property, or attempt, offer or contract to do so, except with respect to licenses in the ordinary course of business or as permitted by
this Agreement or the other Loan Documents. 
 (xiii) Such Grantor will advise the Collateral Agent promptly and in writing, in reasonable
detail, at its address set forth in the Credit Agreement, of (A) any Lien (other than Liens created hereby or permitted under the Loan Documents, including, without limitation, any Liens permitted to exist on the Intellectual Property pursuant
to subsection 7.3 of the Credit Agreement) on any Intellectual Property and (B) the occurrence of any other event which would reasonably be expected in the aggregate to have a material adverse effect on the aggregate value of the Intellectual
Property as a whole or the Liens created hereunder. 
 5.2.11 Protection of Trade Secrets. Such Grantor shall take all commercially
reasonable steps to preserve and protect the secrecy of all material Trade Secrets of such Grantor. 
 5.2.12 Contracts. 

(i) Such Grantor will (a) perform and comply with such Grantor’s obligations under its Contracts (other than the
Transguard Purchase Agreement), except to the extent noncompliance would not reasonably be expected to cause a Material Adverse Effect and (b) perform and comply in all material respects with such Grantor’s obligations under the Transguard
Purchase Agreement. 
 (ii) Such Grantor shall maintain the Transguard Purchase Agreement in full force and effect in all
material respects until the intended termination thereof in accordance with its terms and enforce such Grantor’s rights under the Transguard Purchase Agreement in accordance with its terms in all material respects. 

(iii) Such Grantor shall keep the Collateral Agent informed of all circumstances bearing upon any material potential claim
under or with respect to the Transguard Purchase Agreement and such Grantor shall not, without the prior written consent of the Collateral Agent, such consent not to be unreasonably withheld or delayed, (a) waive any of its rights or remedies
under the Transguard Purchase Agreement in any material respect; provided that each Grantor hereby acknowledges and agrees that any waiver of any such Grantor’s rights and remedies with respect to the Transguard Receivable shall be
deemed to be material, (b) settle, compromise or offset any amount payable to such Grantor with respect to the Transguard Receivable or (c) amend or otherwise modify the Transguard Purchase Agreement in any manner which is materially
adverse to the interests of the Collateral Agent or any other Secured Party; provided that each Grantor hereby acknowledges and agrees that any amendment of the Transguard Purchase Agreement that reduces the rights or remedies of any Grantor
with respect to the Transguard Receivable shall be deemed to be materially adverse to the interests of the Collateral Agent and the other Secured Parties. 

  
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 5.2.13 Control Agreements. 

(i) Each Grantor shall obtain an authenticated Control Agreement (which may include a Controlled Account Agreement) from each bank maintaining
a Deposit Account which is not an Excluded Account for such Grantor; 
 (ii) Except to the extent otherwise excused by the Credit Agreement,
upon the Collateral Agent’s reasonable request, each Grantor shall obtain an authenticated Control Agreement with respect to all of such Grantor’s Investment Property (other than Pledged Securities and Securities Accounts having an average
daily balance in any fiscal quarter of less than $25,000); provided that with respect to such Grantor’s Investment Property existing as of the Closing Date (other than Pledged Securities and Securities Accounts having an average daily
balance in any fiscal quarter of less than $25,000), each Grantor will use commercially reasonable efforts to obtain such Control Agreements. 

5.2.14 Letter of Credit Rights. If the Grantors (or any of them) are or become the beneficiary of letters of credit having a face amount
or value of $500,000 or more in the aggregate, then the applicable Grantor or Grantors shall promptly (and in any event within ten (10) Business Days after becoming a beneficiary), notify the Collateral Agent thereof and, within 30 Business
Days after request by the Collateral Agent, use commercially reasonable efforts to enter into a four-party agreement with the Collateral Agent, the ABL Agent, the issuer or confirming bank with respect to letter-of-credit rights assigning such
letter-of-credit rights to the Collateral Agent and directing all payments thereunder to the Collateral Agent, all in form and substance satisfactory to Agent. 

5.2.15 Commercial Tort Claims. If the Grantors (or any of them) obtain Commercial Tort Claims having a value, or involving an asserted
claim, in the amount of $2,000,000 or more in the aggregate for all Commercial Tort Claims, then the applicable Grantor or Grantors shall promptly (and in any event at the end of the fiscal quarter), notify the Collateral Agent upon incurring or
otherwise obtaining such Commercial Tort Claims and, promptly (and in any event at the end of the fiscal quarter) after request by the Collateral Agent, amend Schedule 8 to describe such Commercial Tort Claims in a manner that reasonably
identifies such Commercial Tort Claims and which is otherwise reasonably satisfactory to the Collateral Agent, and hereby authorizes the filing of additional financing statements or amendments to existing financing statements describing such
Commercial Tort Claims, and agrees to do such other acts or things deemed necessary or desirable by the Collateral Agent to give the Collateral Agent a first priority, perfected security interest in any such Commercial Tort Claim. 

5.2.16 Compliance with Assignment of Claims Act. At any time (i) during a Covenant Testing Period (as defined in the ABL Credit
Agreement) and (ii) the ABL Agent has made a request of a Grantor to comply with the Assignment of Claims Act pursuant to Section 5.16 of the ABL Credit Agreement, such Grantor shall take such actions as are reasonably satisfactory to the
ABL Agent to comply with the Assignment of Claims Act, for the benefit of each of the ABL Agent, the Administrative Agent and the Collateral Agent. 

  
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 5.2.17 Controlled Accounts. 

(i) Each Grantor shall (A) establish and maintain cash management services of a type and on terms reasonably satisfactory
to Agent at one or more of the banks set forth on Schedule 9 (each a “Controlled Account Bank”), and shall take reasonable and necessary steps to ensure that all of its and its Domestic Subsidiaries’ Account Debtors
forward payment of the amounts owed by them directly to such Controlled Account Bank, and (B) deposit or cause to be deposited promptly, and in any event no later than the first Business Day after the date of receipt thereof, all of their
Collections (including those sent directly by their Account Debtors to a Grantor) into a bank account of such Grantor (each, a “Controlled Account”) at one of the Controlled Account Banks. 

(ii) Each Grantor shall establish and maintain Controlled Account Agreements with the Collateral Agent, the ABL Agent and the
applicable Controlled Account Bank, in form and substance reasonably acceptable to the Collateral Agent and the ABL Agent. Each such Controlled Account Agreement shall provide, among other things, that (A) the Controlled Account Bank will
comply with any instructions originated by the ABL Agent (or, after the Collateral Agent becomes the controlling agent pursuant to the terms of such Controlled Account Agreement, the Collateral Agent) directing the disposition of the funds in such
Controlled Account without further consent by the applicable Grantor and (B) the Controlled Account Bank waives any rights of setoff or recoupment or any other claim against the applicable Controlled Account other than for payment of its
service fees and other charges directly related to the administration of such Controlled Account and for returned checks or other items of payment. 

(iii) So long as no Default or Event of Default has occurred and is continuing, the Borrower may amend Schedule 9 to add
or replace a Controlled Account Bank or Controlled Account; provided that (A) such prospective Controlled Account Bank shall be reasonably satisfactory to the Collateral Agent and (B) prior to the time of the opening of such
Controlled Account, the applicable Grantor and such prospective Controlled Account Bank shall have executed and delivered to the Collateral Agent and the ABL Agent a Controlled Account Agreement. Each Grantor shall close any of its Controlled
Accounts (and establish replacement Controlled Account accounts in accordance with the foregoing sentence) as promptly as practicable and in any event within 45 days of notice from the Collateral Agent that the operating performance, funds transfer,
or availability procedures or performance of the Controlled Account Bank with respect to Controlled Account Accounts or the Collateral Agent’s liability under any Controlled Account Agreement with such Controlled Account Bank is no longer
acceptable in the Collateral Agent’s reasonable judgment. 
 5.2.18 Covenants Under Loan Documents. Each Grantor covenants and
agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the date of the satisfaction of the Termination Conditions, (i) such Grantor shall take, or shall refrain from taking, as the
case may be, each action that is necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to 

  
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take such action or to refrain from taking such action by such Grantor or any of its Subsidiaries and (ii) agrees and covenants (A) to do each of the things set forth in the Credit
Agreement that the Borrower agrees and covenants to cause such Grantor to do and (B) to not do each of the things set forth in the Credit Agreement that the Borrower agrees and covenants to cause such Grantor not to do, in each case, fully as
though such Grantor was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis. 

5.3 Covenants of Each Granting Party. Each Granting Party covenants and agrees with the Collateral Agent and the other Secured Parties
that, from and after the date of this Agreement until the earlier to occur of (i) the satisfaction of the Termination Conditions, or (ii) as to any Granting Party the date upon which all the Capital Stock of such Granting Party shall have
been sold or otherwise disposed of in accordance with the terms of the Credit Agreement: 
 5.3.1 If such Granting Party shall become
entitled to receive or shall receive any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued
in connection with any reorganization), option or similar rights in respect of the Capital Stock of any Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Pledged Stock, or otherwise in
respect thereof, such Granting Party shall accept the same as the agent of the Collateral Agent and the other Secured Parties, hold the same in trust for the Collateral Agent and the other Secured Parties and deliver the same promptly to the
Collateral Agent in the exact form received, duly indorsed by such Granting Party to the Collateral Agent, if required, together with an undated stock power covering such certificate duly executed in blank by such Granting Party and with, if the
Collateral Agent so requests, signature guaranteed, to be held by the Collateral Agent, subject to the terms hereof, as additional collateral security for the Obligations (provided that in no event shall there be pledged, nor shall any
Granting Party be required to pledge, (i) more than 65% of any series of the outstanding voting Capital Stock of any directly-held Foreign Subsidiary, (ii) any series of the outstanding voting Capital Stock of any other Foreign Subsidiary,
pursuant to this Agreement or (iii) more than 65% of any series of the outstanding voting Capital Stock of any Foreign Subsidiary Holdco; provided further, that in no event shall Holdings be required to pledge, directly, any Capital
Stock other than that of the Borrower and any certificate (including, without limitation, any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate
issued in connection with any reorganization), option or similar rights in respect of the Capital Stock of the Borrower, whether in addition to, in substitution of, as a conversion of, or in exchange for, any shares of the Capital Stock of the
Borrower, or otherwise in respect thereof) as well as Intercompany Notes. Any sums paid upon or in respect of the Pledged Securities upon the liquidation or dissolution of any Issuer (except any liquidation or dissolution of any Subsidiary of the
Borrower permitted by the Credit Agreement) shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations, and in case any distribution of capital shall be made on or in respect of the
Pledged Securities or any property shall be distributed upon or with respect to the Pledged Securities pursuant to the recapitalization or reclassification of the capital of any Issuer or pursuant to the reorganization thereof, the property so
distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be held by it hereunder as additional collateral security for the Obligations. If any sums of
money or property so paid or distributed in respect of the Pledged 

  
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Securities shall be received by such Granting Party, such Granting Party shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for
the Secured Parties, segregated from other funds of such Granting Party, as additional collateral security for the Obligations. 
 5.3.2
Without the prior written consent of the Collateral Agent, such Granting Party will not (except pursuant to the Credit Agreement, or as permitted by the Credit Agreement) (i) vote to enable, or take any other action to permit, any Issuer to
issue any stock or other equity securities of any nature or to issue any other securities convertible into or granting the right to purchase or exchange for any stock or other equity securities of any nature of any Issuer, (ii) sell, assign,
transfer, exchange, or otherwise dispose of, or grant any option with respect to, the Pledged Securities or Proceeds thereof, (iii) create, incur or permit to exist any Lien or option in favor of, or any material adverse claim of any Person
with respect to, any of the Pledged Securities or Proceeds thereof, or any interest therein, except for the security interests created by this Agreement or non-consensual Liens arising by operation of law or (iv) enter into any agreement or
undertaking restricting the right or ability of such Granting Party or the Collateral Agent to sell, assign or transfer any of the Pledged Securities or Proceeds thereof. 

5.3.3 Such Granting Party shall maintain the security interest created by this Agreement in such Granting Party’s Collateral as a
perfected security interest having at least the priority described in Section 4.3.5 and shall defend such security interest against the claims and demands of all Persons whomsoever. At any time and from time to time, upon the written request of
the Collateral Agent, and at the sole expense of such Granting Party, such Granting Party will promptly and duly execute and deliver such further instruments and documents and take such further actions as the Collateral Agent may reasonably request
for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted by such Granting Party. 

5.3.4 Each Granting Party covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this
Agreement until the date of the satisfaction of the Termination Conditions, (i) such Granting Party shall take, or shall refrain from taking, as the case may be, each action that is necessary to be taken or not taken, as the case may be, so
that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Granting Party or any of its Subsidiaries and (ii) agrees and covenants (A) to do each of the things set forth
in the Credit Agreement that the Borrower agrees and covenants to cause such Granting Party to do and (B) to not do each of the things set forth in the Credit Agreement that the Borrower agrees and covenants to cause such Granting Party not to
do, in each case, fully as though such Granting Party was a party thereto, and such agreements and covenants are incorporated herein by this reference, mutatis mutandis. 

SECTION VI 
 REMEDIAL PROVISIONS

 6.1 Certain Matters Relating to Receivables. (a) In addition to the rights of the Secured Parties under the Credit Agreement
and the other Loan Documents, at any time and from time to time after the occurrence and during the continuance of an Event of Default, the 

  
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Collateral Agent shall have the right to make test verifications of the Receivables in any manner and through any reasonable medium that it reasonably considers advisable, and the relevant
Grantor shall furnish all such assistance and information as the Collateral Agent may reasonably require in connection with such test verifications. At any time and from time to time after the occurrence and during the continuance of an Event of
Default, upon the Collateral Agent’s reasonable request and at the expense of the relevant Grantor, such Grantor shall cause independent public accountants or others reasonably satisfactory to the Collateral Agent to furnish to the Collateral
Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the Receivables. 
 (b) At the Collateral
Agent’s request, each Grantor shall deliver to the Collateral Agent copies or, if required by the Collateral Agent for the enforcement thereof or foreclosure thereon, originals of all documents held by such Grantor evidencing, and relating to,
the agreements and transactions which gave rise to such Grantor’s Receivables, including, without limitation, all statements relating to such Grantor’s Receivables and all orders, invoices and shipping receipts. 

6.2 Communications with Obligors; Grantors Remain Liable. (a) The Collateral Agent in its own name or in the name of others may at
any time and from time to time after the occurrence and during the continuance of an Event of Default communicate with obligors under the Receivables and parties to the Contracts (in each case, to the extent constituting Collateral) to verify with
them to the Collateral Agent’s satisfaction the existence, amount and terms of any Receivables or Contracts. 
 (b) Upon the request of
the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor shall notify obligors on such Grantor’s Receivables and parties to such Grantor’s Contracts (in each case, to the extent
constituting Collateral) that such Receivables and such Contracts have been assigned to the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties, and that payments in respect thereof shall be made directly to the
Collateral Agent. 
 (c) Anything herein to the contrary notwithstanding, each Grantor shall remain liable under each of such Grantor’s
Receivables and Contracts to observe and perform all the conditions and obligations to be observed and performed by it thereunder, all in accordance with the terms of any agreement giving rise thereto. Neither the Collateral Agent nor any Secured
Party shall have any obligation or liability under any Receivable or Contract (or any agreement giving rise thereto) by reason of or arising out of this Agreement or the receipt by the Collateral Agent or any other Secured Party of any payment
relating thereto, nor shall the Collateral Agent or any other Secured Party be obligated in any manner to perform any of the obligations of any Grantor under or pursuant to any Receivable or Contract (or any agreement giving rise thereto) to make
any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any claim, to take any action to enforce any performance or to
collect the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times. 

  
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 6.3 Pledged Stock. (a) Unless an Event of Default shall have occurred and be
continuing and the Collateral Agent shall have given notice to the relevant Granting Party of the Collateral Agent’s intent to exercise its corresponding rights pursuant to Section 6.3(b), each Granting Party shall be permitted to receive
all dividends paid in respect of the Pledged Stock and all payments made in respect of the Pledged Notes, to the extent permitted in the Credit Agreement, and to exercise all voting and corporate rights with respect to the Pledged Securities;
provided, however, that no vote shall be cast or corporate right exercised or such other action taken (other than in connection with a transaction expressly permitted by the Credit Agreement) which would materially impair the
Collateral or the related rights or remedies of the Secured Parties or which would be inconsistent with or result in any violation of any provision of the Credit Agreement, this Agreement or any other Loan Document. 

(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to
the relevant Granting Party or Granting Parties, (i) the Collateral Agent shall have the right to receive any and all cash dividends, distributions, payments or other Proceeds paid in respect of the Pledged Securities and make application
thereof to the Obligations in such order as is provided in Section 6.5, (ii) the Collateral Agent may elect that any or all of the Pledged Securities shall be registered in the name of the Collateral Agent or its nominee, and
(iii) the Collateral Agent or its nominee may exercise (x) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of the relevant Issuer or Issuers or otherwise and (y) any and all
rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and
all of the Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the relevant Granting Party or the Collateral Agent of any
right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated
agency upon such terms and conditions as the Collateral Agent may reasonably determine), all without liability (other than for its gross negligence or willful misconduct) except to account for property actually received by it, but the Collateral
Agent shall have no duty to any Person to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing, provided that the Collateral Agent shall not exercise any voting or other
consensual rights pertaining to the Pledged Securities in any way that would constitute an exercise of the remedies described in Section 6.6 other than in accordance with Section 6.6. 

(c) Each Granting Party hereby authorizes and instructs each Issuer of any Pledged Securities pledged by such Granting Party hereunder to
(i) comply with any instruction received by it from the Collateral Agent in writing that (x) states that an Event of Default has occurred and is continuing and (y) is otherwise in accordance with the terms of this Agreement, without
any other or further instructions from such Granting Party, and each Granting Party agrees that each Issuer shall be fully protected in so complying and (ii) to the extent so provided in this Section 6.3, pay any dividends or other
payments with respect to the Pledged Securities directly to the Collateral Agent. 

  
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 (d) If the Collateral Agent duly exercises its right to vote any of such Pledged Securities, each
Granting Party hereby appoints the Collateral Agent, such Granting Party’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote such Pledged Securities in any manner the Collateral Agent deems advisable for or against all matters
submitted or which may be submitted to a vote of shareholders, partners or members, as the case may be. The power-of-attorney and proxy granted hereby is coupled with an interest and shall be irrevocable. 

6.4 Proceeds to be Turned Over to the Collateral Agent. In addition to the rights of the Collateral Agent and the other Secured Parties
specified in Section 6.1 with respect to payments of Receivables, if an Event of Default shall occur and be continuing, and the Collateral Agent shall have instructed any Grantor to do so, all Proceeds received by such Grantor consisting of
cash, checks and other Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties, segregated from other funds of such Grantor, and shall, promptly upon receipt by such Grantor, be turned over to
the Collateral Agent in the exact form received by such Grantor (duly indorsed by such Grantor to the Collateral Agent, if required). 
 6.5
Application of Proceeds. It is agreed that if an Event of Default shall occur and be continuing, any and all Proceeds of the relevant Granting Party’s Collateral received by the Collateral Agent (whether from the relevant Granting Party
or otherwise) shall be held by the Collateral Agent for its benefit and for the ratable benefit of the other Secured Parties as collateral security for the Obligations (whether matured or unmatured), and/or then or at any time thereafter may, in the
sole discretion of the Collateral Agent, subject to the provisions of the Intercreditor Agreement, be applied by the Collateral Agent against the Obligations in the following order of priority: 

FIRST, to the payment of all reasonable costs and expenses incurred by the Collateral Agent in connection with this Agreement,
the Credit Agreement, any other Loan Document or any of the Obligations of the relevant Granting Party, including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable
costs or expenses incurred in connection with the exercise by the Collateral Agent of any right or remedy under this Agreement, the Credit Agreement, or any other Loan Document; 

SECOND, to the ratable satisfaction of all Obligations of the relevant Granting Party then due and owing; 

THIRD, to the ratable satisfaction of all other Obligations of the relevant Granting Party; and 

FOURTH, to the relevant Granting Party or its successors or assigns, or to whomsoever may be lawfully entitled to receive the
same. 
 6.6 Code and Other Remedies. If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the
Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a


  
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secured party under the Code or any other applicable law. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Collateral Agent, without demand of
performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Granting Party or any other Person (all and each of which demands, defenses, advertisements
and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise
dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other
Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured
Party shall have the right to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Granting Party, which right or equity is hereby
waived and released. Each Granting Party further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such
Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable
attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party, in the order of priority specified in Section 6.5 above, and only after such application and after the payment by the
Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, shall the Collateral Agent account for the surplus, if any, to any Granting Party. To the extent permitted by
applicable law, each Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except to the extent arising as a result
of the gross negligence or willful misconduct of the Collateral Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if
given at least 10 days before such sale or other disposition. 
 6.7 Registration Rights. (a) If the Collateral Agent shall
determine to exercise its right to sell any or all of the Pledged Stock pursuant to Section 6.6, and if in the reasonable opinion of the Collateral Agent it is necessary or reasonably advisable to have the Pledged Stock, or that portion thereof
to be sold, registered under the provisions of the Securities Act, the relevant Granting Party will use its reasonable best efforts to cause the Issuer thereof to (i) execute and deliver, and use its best efforts to cause the directors and
officers of such Issuer to execute and deliver, all such instruments and documents, and do or cause to be done all such other acts as may be, in the opinion of the Collateral Agent, necessary or advisable to register such Pledged Stock, or that
portion thereof to be sold, under the provisions of the Securities Act, (ii) use its reasonable best efforts to cause the registration statement relating thereto to become effective and to remain effective for a period of not more than one year
from the date of the first public offering of such Pledged Stock, or that portion thereof to be sold, and (iii) make all amendments thereto and/or to the related prospectus which, in the reasonable opinion of the


  
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Collateral Agent, are necessary or advisable, all in conformity with the requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission applicable
thereto. Such Granting Party agrees to cause such Issuer to comply with the provisions of the securities or “Blue Sky” laws of any and all jurisdictions which the Collateral Agent shall reasonably designate and to make available to its
security holders, as soon as practicable, an earnings statement (which need not be audited) which will satisfy the provisions of Section 11(a) of the Securities Act. 

(b) Such Granting Party recognizes that the Collateral Agent may be unable to effect a public sale of any or all such Pledged Stock, by reason
of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among
other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Such Granting Party acknowledges and agrees that any such private sale may result in prices and other terms less
favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no obligation to
delay a sale of any of the Pledged Stock for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree
to do so. 
 (c) Such Granting Party agrees to use its reasonable best efforts to do or cause to be done all such other acts as may be
necessary to make such sale or sales of all or any portion of such Pledged Stock pursuant to this Section 6.7 valid and binding and in compliance with any and all other applicable Requirements of Law. Such Granting Party further agrees that a
breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Collateral Agent and the other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in respect
of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Granting Party, and to the extent permitted by applicable law, such Granting Party hereby waives and
agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred and is continuing under the Credit Agreement. 

6.8 Deficiency. Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency. 

6.9 Marshaling. The Collateral Agent shall not be required to marshal any present or future collateral security (including but not
limited to the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such collateral security or other assurances of payment in any particular order, and all of its rights and remedies hereunder and in
respect of such collateral security and other assurances of payment shall be cumulative and in addition to all other rights and remedies, however existing or arising. To the extent that it lawfully may, each Grantor hereby agrees that it will not
invoke any law relating to the 

  
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marshaling of collateral which might cause delay in or impede the enforcement of the Collateral Agent’s rights and remedies under this Agreement or under any other instrument creating or
evidencing any of the Obligations or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise assured, and, to the extent that it lawfully may, each Grantor hereby irrevocably
waives the benefits of all such laws. 
 6.10 Intellectual Property License. To the extent required for the Collateral Agent to
exercise its rights under Section 6.6, the Collateral Agent is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor’s Intellectual Property, including but not limited to, any
labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements, as it
pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor’s rights under all licenses and all franchise agreements shall inure to the benefit of the Collateral Agent. 

SECTION VII 
 THE COLLATERAL AGENT

 7.1 Collateral Agent’s Appointment as Attorney-in-Fact, etc (a) Each Granting Party hereby irrevocably constitutes and
appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Granting Party and in the name of such
Granting Party or in its own name, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish
the purposes of this Agreement to the extent permitted by applicable law. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is continuing (in each case to the extent permitted by applicable law),
(x) each Granting Party hereby gives the Collateral Agent the power and right, on behalf of such Granting Party, without notice or assent by such Granting Party, to execute, in connection with any sale provided for in Section 6.6 or 6.7,
any indorsements, assignments or other instruments of conveyance or transfer with respect to such Granting Party’s Collateral and (y) each Grantor hereby gives the Collateral Agent the power and right, on behalf of such Grantor, without
notice to or assent by such Grantor, to do any or all of the following: 
 (i) in the name of such Grantor or its own name,
or otherwise, take possession of and indorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any Receivable or Contract of such Grantor or with respect to any other Collateral of such
Grantor and file any claim or take any other action or institute any proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys due under any Receivable or
Contract of such Grantor or with respect to any other Collateral of such Grantor whenever payable; 

  
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 (ii) in the case of any Copyright, Patent or Trademark constituting Collateral of
such Grantor, execute and deliver any and all agreements, instruments, documents and papers as the Collateral Agent may reasonably request to evidence the Collateral Agent’s and the other Secured Parties’ security interest in such
Copyright, Patent or Trademark and the goodwill and general intangibles of such Grantor relating thereto or represented thereby; 

(iii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral of such Grantor, other than
Liens permitted under this Agreement or the other Loan Documents, effect any repairs or any insurance called for by the terms of this Agreement and pay all or any part of the premiums therefor and the costs thereof; and 

(iv) (1) direct any party liable for any payment under any of the Collateral of such Grantor to make payment of any
and all moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct; (2) ask or demand for, collect, and receive payment of and receipt for, any and all moneys, claims and other amounts due or
to become due at any time in respect of or arising out of any Collateral of such Grantor; (3) sign and indorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments,
verifications, notices and other documents in connection with any of the Collateral of such Grantor; (4) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the
Collateral of such Grantor or any portion thereof and to enforce any other right in respect of any Collateral of such Grantor; (5) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral of such
Grantor; (6) settle, compromise or adjust any such suit, action or proceeding described in clause (5) above and, in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate; (7) subject to
any existing reserved rights or licenses, assign any Copyright, Patent or Trademark constituting Collateral of such Grantor (along with the goodwill of the business to which any such Copyright, Patent or Trademark pertains), for such term or terms,
on such conditions, and in such manner, as the Collateral Agent shall in its sole discretion determine; (8) to receive and open all mail addressed to such Grantor and to notify postal authorities to change the address for the delivery of mail
to such Grantor; (9) to file any claims or take any action or institute any proceedings which the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral of such Grantor or otherwise to enforce the rights of
the Collateral Agent with respect to any of the Collateral; (10) to repair, alter, or supply goods or services, if any, necessary to fulfill in whole or in part the purchase order of any Person obligated to such Grantor in respect of any
Account of such Grantor; and (11) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral of such Grantor as fully and completely as though the Collateral Agent were the absolute
owner thereof for all purposes, and do, at the Collateral Agent’s option and such Grantor’s expense, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the
Collateral of such Grantor and the Collateral Agent’s and the other Secured Parties’ security interests therein and to effect the intent of this Agreement, all as fully and effectively as such Grantor might do. 

  
 41 








 Anything in this Section 7.1(a) to the contrary notwithstanding, the Collateral Agent agrees
that it will not exercise any rights under the power of attorney provided for in this Section 7.1(a) unless an Event of Default shall have occurred and be continuing. 

(b) If any Granting Party fails to perform or comply with any of its agreements contained herein, the Collateral Agent, at its option, but
without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such agreement. 
 (c) The
reasonable expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Granting Party, shall be payable
by such Granting Party to the Collateral Agent on demand. 
 (d) Each Granting Party hereby ratifies all that said attorneys shall lawfully
do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable as to the relevant Granting Party until this Agreement is terminated as to such Granting
Party, and the security interests in the Collateral of such Granting Party created hereby are released. 
 7.2 Duty of the Collateral
Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner
as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or
realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Granting Party or any other Person or (except as provided in the first sentence
of this Section 7.2) to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s
and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable
only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Granting Party for any act or failure to act hereunder,
except for their own gross negligence or willful misconduct. 
 7.3 Execution of Financing Statements. Pursuant to applicable law,
each Granting Party authorizes the Collateral Agent to file or record financing statements and amendments and other filing or recording documents or instruments with respect to such Granting Party’s Collateral without the signature of such
Granting Party in such form and in such offices as the Collateral Agent reasonably determines appropriate (including, without limitation, the United States Patent and Trademark Office or United States Copyright Office (or any successor office
thereof)) to perfect, continue or enforce the security interests of the Collateral Agent under this Agreement, and naming such Granting Party as debtor and the Collateral Agent as secured party. Each Grantor authorizes the Collateral Agent to use
the collateral description “all personal 

  
 42 








 
property” or “all assets”, in each case “now owned or hereafter acquired by the Grantor or in which the Grantor otherwise has rights”, in any such financing statement.
Each Grantor hereby ratifies and authorizes the filing by the Collateral Agent of any financing statement with respect to the Collateral made prior to the date hereof. 

7.4 Authority of the Collateral Agent. 

(a) The Collateral Agent has been appointed by the Lenders to act as Collateral Agent hereunder. The provisions of the Credit Agreement
relating to the Collateral Agent including, without limitation, the resignation or removal of the Collateral Agent and the powers and duties and immunities of the Collateral Agent, are incorporated herein by reference and shall survive any
termination of the Credit Agreement. 
 (b) Each Granting Party acknowledges that the rights and responsibilities of the Collateral Agent
under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising
out of this Agreement or any amendment, supplement or other modification of this Agreement shall, as between the Collateral Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and the Granting Parties, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain
from acting, and no Granting Party shall be under any obligation, or entitlement, to make any inquiry respecting such authority. 
 7.5
Right Of Inspection. Upon reasonable written advance notice to any Grantor and at reasonable intervals, or at any time and from time to time after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall
have reasonable access during normal business hours to all the books, correspondence and records of such Granting Party, and the Collateral Agent and its representatives may examine the same, and to the extent reasonable, take extracts therefrom and
make photocopies thereof, and such Granting Party agrees to render to the Collateral Agent, at such Granting Party’s reasonable cost and expense, such clerical and other assistance as may be reasonably requested with regard thereto. The
Collateral Agent and its representatives shall also have the right, upon reasonable advance written notice to such Granting Party, to enter during normal business hours into and upon any premises owned, leased or operated by such Granting Party
where any of such Granting Party’s Inventory or Equipment is located for the purpose of inspecting the same, observing its use or otherwise protecting its interests therein; provided, that unless an Event of Default has occurred and continuing,
the Borrower is only required to reimburse the Collateral Agent for reasonable out-of-pocket costs and expenses incurred in connection with one inspection per annum. 

  
 43 








 SECTION VIII 

MISCELLANEOUS 
 8.1 Amendments
in Writing. Except as otherwise provided in subsection 10.1 of the Credit Agreement, none of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each
affected Granting Party and the Collateral Agent, provided, that any provision of this Agreement imposing obligations on any Granting Party may be waived by a written instrument executed by the Collateral Agent. 

8.2 Notices. All notices, requests and demands to or upon the Collateral Agent or any Granting Party hereunder shall be effected in the
manner provided for in subsection 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1, unless and
until such Guarantor shall change such address by notice to the Collateral Agent given in accordance with subsection 10.2 of the Credit Agreement. 

8.3 No Waiver by Course of Conduct; Cumulative Remedies. Neither the Collateral Agent nor any other Secured Party shall by any act
(except by a written instrument pursuant to Section 8.1), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any
delay in exercising, on the part of the Collateral Agent or any other Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude
any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the Collateral Agent or any other Secured Party or any Granting Party of any right or remedy hereunder on any one occasion shall not be
construed as a bar to any right or remedy which the Collateral Agent or such other Secured Party or such Granting Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law. 
 8.4 Enforcement Expenses; Indemnification.
(a) Each Granting Party agrees to pay or reimburse each Secured Party and the Collateral Agent for all their respective costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or
otherwise enforcing or preserving any rights under this Agreement against such Guarantor and the other Loan Documents to which such Guarantor is a party, including, without limitation, the fees and disbursements of counsel to the Secured Parties and
the Collateral Agent. 
 (b) Each Guarantor agrees to pay, and to save the Collateral Agent and the Secured Parties harmless, in each case to
the extent the Borrower would be required to do so pursuant to subsection 10.6 of the Credit Agreement. 
 (c) The agreements in this
Section 8.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement and the other Loan Documents. 

8.5 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Granting Parties, the Collateral
Agent and the Secured Parties and their respective successors and assigns; provided that no Granting Party may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the
Collateral Agent or in connection with a Disposition permitted under the Credit Agreement. 

  
 44 








 8.6 Set-Off. Each Guarantor hereby irrevocably authorizes the Collateral Agent and each
other Secured Party at any time and from time to time without notice to such Guarantor, any other Guarantor or the Borrower, any such notice being expressly waived by each Guarantor and by the Borrower, to the extent permitted by applicable law,
upon the occurrence and during the continuance of an Event of Default under subsection 8.1(a) of the Credit Agreement and any amount remaining unpaid after it becomes due and payable by such Guarantor hereunder, to set-off and appropriate and apply
against any such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or
contingent, matured or unmatured, at any time held or owing by the Collateral Agent or such other Secured Party or any Affiliate, branch or agency thereof to or for the credit or the account of such Guarantor, or any part thereof in such amounts as
the Collateral Agent or such other Secured Party may elect. The Collateral Agent and each other Secured Party shall notify such Guarantor promptly of any such set-off and the application made by the Collateral Agent or such other Secured Party of
the proceeds thereof; provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent and each other Secured Party under this Section 8.6 are in addition to
other rights and remedies (including, without limitation, other rights of set-off) which the Collateral Agent or such other Secured Party may have. 

8.7 Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. 
 8.8
Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

8.9 Section Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the
construction hereof or be taken into consideration in the interpretation hereof. 
 8.10 Integration. This Agreement and the other
Loan Documents represent the entire agreement of the Granting Parties, the Collateral Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the
Granting Parties, the Collateral Agent or any other Secured Party relative to subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents. 

8.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST). 

  
 45 








 8.12 Submission To Jurisdiction; Waivers. Each party hereto hereby irrevocably and
unconditionally: 
 (i) submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan
Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof; 
 (j) consents that any such action or proceeding may be brought in such courts and waives
any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same; 

(k) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to such party at its address referred to in Section 8.2 or at such other address of which the Collateral Agent (in the case of any other party hereto) or the Borrower (in the case of
the Collateral Agent) shall have been notified pursuant thereto; 
 (l) agrees that nothing herein shall affect the right to effect service
of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and 
 (m) waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section any punitive damages. 

8.13 Acknowledgments. Each Granting Party hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which it is a
party; 
 (b) neither the Collateral Agent nor any other Secured Party has any fiduciary relationship with or duty to any Granting Party
arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Granting Parties, on the one hand, and the Collateral Agent and the Secured Parties, on the other hand, in connection herewith
or therewith is solely that of debtor and creditor; and 
 (c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby and thereby among the Secured Parties or among the Granting Parties and the Secured Parties. 

8.14 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. 

  
 46 








 8.15 Additional Granting Parties. Each new Domestic Subsidiary of the Borrower that is
required to become a party to this Agreement pursuant to subsection 6.10 or 7.15 of the Credit Agreement shall become a Granting Party for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement in
the form of Annex 1 hereto. 
 8.16 Security Interest Absolute; Termination or Release. 

(a) This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until satisfaction
of the Termination Conditions. All rights of the Collateral Agent hereunder, the security interest granted hereby and all Guarantor Obligations hereunder shall be absolute and unconditional irrespective of (i) any lack of validity or
enforceability of the Credit Agreement or any other Loan Document, any of the Obligations or any Collateral therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent or any other
Secured Party, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower against the Collateral Agent or any other Secured Party,
(iii) any change in the time, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (iv) any exchange, taking, or release of Collateral, (v) any change in the corporate (or other) structure or
existence of the Borrower, (vi) any application of Collateral to any of the Obligations in accordance with the terms of this Agreement, (vii) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any
Obligation or the rights of the Collateral Agent or any other Secured Party with respect thereto or (viii) any other circumstance whatsoever, other than satisfaction of the Termination Conditions, which (with or without notice to or knowledge
of the Borrower or such Guarantor) constitutes, or might be construed to constitute, an equitable or legal discharge of any Granting Party in respect of the Obligations or this Agreement. 

(b) At such time as the Termination Conditions shall have been satisfied, this Agreement, the guarantees made herein, the security interest
granted hereby and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Granting Party hereunder shall automatically terminate and be released, all without delivery of any instrument or
performance of any act by any party. 
 (c) In connection with the consummation of any transaction permitted by the Credit Agreement as a
result of which a Granting Party ceases to be a Subsidiary, such Granting Party shall automatically be released from its obligations hereunder and the Lien created hereunder in the Collateral of a Granting Party shall be automatically released. 

(d) In connection with any sale or other disposition of Collateral permitted by the Credit Agreement (including, without limitation, any
Relocation SPV Financing or **** Purchased Accounts), the Lien pursuant to this Agreement on such sold or disposed of Collateral shall be automatically released. 

  
 47 








 (e) In connection with termination or release pursuant to paragraphs (b), (c) or
(d) above, the Collateral Agent shall execute and deliver to the relevant Granting Party (at the sole cost and expense of such Grantor) all releases or other documents (including without limitation Uniform Commercial Code termination
statements) necessary or reasonably desirable for the release of the Liens created hereby on such Collateral and, if applicable, such Guarantee as such Granting Party may reasonably request. Any execution and delivery of documents pursuant to this
Section 8.16 shall be without recourse to or representation or warranty by the Collateral Agent or any other Secured Party. 
 8.17
Intercreditor Agreement. Notwithstanding anything to the contrary herein, the Liens and rights granted to the Collateral Agent pursuant to this Agreement or any other Loan Document, and the exercise of any right or remedy, by the Collateral
Agent hereunder or thereunder, are subject to the provisions of the Intercreditor Agreement. In the event of any conflict between the terms of the Intercreditor Agreement and this Agreement or any other Loan Document, the terms of the Intercreditor
Agreement shall govern and control with respect to any right or remedy. If any Granting Party shall pledge any assets or undertake any actions to perfect or protect any Liens on any assets pledged in connection with the Loan Documents, such Granting
Party may simultaneously pledge such assets or undertake such actions with respect to such assets as necessary to comply with the provisions set forth in the Intercreditor Agreement, without further request or consent by the other Secured Parties
party hereto or thereto. 
 [SIGNATURE PAGES FOLLOW] 

  
 48 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  
 



 
 [Signature Page to Guarantee and Collateral Agreement] 







  
 



 
 [Signature Page to Guarantee and Collateral Agreement] 









	
	 A Five Star Forwarding, LLC

	A Relocation Solutions Management, LLC
	A Three Rivers Forwarding, LLC
	A.V.L. Transportation, LLC
	Alaska USA Van Lines, LLC
	Alliance Relocation Services, LLC
	Allied Alliance Forwarding, LLC
	Allied Continental Forwarding, LLC
	Allied Domestic Forwarding, LLC
	Allied Freight Forwarding, LLC
	Allied Intermodal Forwarding, LLC
	Allied International N.A., Inc.
	Allied Interstate Transportation, Inc.
	Allied Transcontinental Forwarding, LLC
	Allied Transportation Forwarding, LLC
	Allied Van Lines Terminal Company
	Allied Van Lines, Inc.
	Allied Van Lines, Inc. of Indiana
	Americas Quality Van Lines, LLC
	Anaheim Moving Systems, LLC
	Cartwright Moving & Storage, LLC
	Cartwright Van Lines, LLC
	City Storage & Transfer, Inc.
	DJK Residential LLC
	Federal Traffic Service, LLC
	Fleet Insurance Management, Inc.
	FrontRunner Worldwide, Inc.
	Global Van Lines, LLC
	Global Worldwide, LLC
	J.D.C. International, Inc.
	Lyon Van Lines, LLC
	Lyon Worldwide Shipping, LLC
	Meridian Mobility Resources, Inc.
	Move Management Services, Inc.
	NACAL, LLC
	NorAm Forwarding, LLC
	North American Forwarding, LLC
	North American International N.A., Inc.
	North American Van Lines of Texas, LLC
	North American Van Lines, Inc.
	Relocation Risk Solutions, LLC
	SIRVA Container Lines, Inc.
	SIRVA Freight Forwarding, Inc.
	SIRVA Global Relocation, Inc.
	SIRVA Imaging Solutions, Inc.
	SIRVA MLS, Inc.
	SIRVA Move Management, Inc.
	SIRVA Relocation LLC
	SIRVA Relocation Properties, LLC
	SIRVA Settlement of Alabama, LLC
	SIRVA Settlement, Inc.
	Trident Transport International, Inc.

 

 



 
  

 

  
 [Signature Page to
Guarantee and Collateral Agreement] 







  
 



 
 [Signature Page to Guarantee and Collateral Agreement] 







 Schedule 1 to Guarantee and Collateral Agreement 

NOTICE ADDRESSES OF GUARANTORS 
  

			
	 To a Guarantor:
	  	For any Grantor or Guarantor
		  	c/o SIRVA Worldwide, Inc.
		  	700 Oakmont Lane
		  	Westmont, Illinois 60559
		  	Attention: Treasurer
		  	Telecopy: (630)468-4706
		  	Telephone: (630)570-3000
		
	 with a copy to:
	  	Kirkland & Ellis LLP
		  	300 North LaSalle Street
		  	Chicago, Illinois 60654
		  	Attention: Linda Myers, P.C.
		  	Telecopy: (312) 862-2200
		  	Telephone: (312) 862-2000


  
 Sch 1-1 








 Schedule 2 to Guarantee and Collateral Agreement 

DESCRIPTION OF PLEDGED SECURITIES 
 1.
Pledged Stock 
 Unless otherwise noted below, 100% of the Stock held by each Granting Party is pledged 

Granting Party: SIRVA, Inc. 
  

							
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 SIRVA Worldwide, Inc.
	  	Common, $0.01	  	1	  	1,000
				
	 Granting Party: SIRVA Worldwide, Inc.
	  		  		  	
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 North American Van Lines, Inc.
	  	Common, $0.01	  	2	  	1000
				
	Granting Party: North American Van Lines, Inc.	  	 	  	 	  	 
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 A Five Star Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 A Three Rivers Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Alaska USA Van Lines, LLC
	  	N/A	  	N/A	  	N/A
	 Alliance Relocation Services, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Van Lines, Inc.
	  	Common, $0.01	  	3	  	26
	 Americas Quality Van Lines, LLC
	  	N/A	  	N/A	  	N/A
	 Anaheim Moving Systems, LLC
	  	N/A	  	N/A	  	N/A
	 City Storage & Transfer, Inc.
	  	Common, $1.00	  	4	  	1,000
	 Federal Traffic Service, LLC
	  	N/A	  	N/A	  	N/A
	 Fleet Insurance Management, Inc.
	  	Common, no par value specified	  	2	  	1,000
	 FrontRunner Worldwide, Inc.
	  	Common, $1.00	  	1	  	1,000
	 Global Van Lines, LLC
	  	N/A	  	N/A	  	N/A
	 Global Worldwide, LLC
	  	N/A	  	N/A	  	N/A
	 J.D.C. International, Inc.
	  	Common, no par value	  	6	  	150
	 Lyon Van Lines, LLC
	  	N/A	  	N/A	  	N/A
	 Lyon Worldwide Shipping, LLC
	  	N/A	  	N/A	  	N/A
	 Move Management Services, Inc.
	  	Common, no par value specified	  	1	  	1,000
	 NACAL, LLC
	  	N/A	  	N/A	  	N/A
	 NorAm Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 North American Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 North American International Holding Corporation
	  	Common, $0.01	  	2	  	65


  
 Sch 2-1 









 Schedule 2 to Guarantee and Collateral Agreement 

 


							
	 North American International N.A., Inc.
	  	Common, $0.01	  	5	  	1,000
	 North American Van Lines of Texas, LLC
	  	N/A	  	N/A	  	N/A
	 Relocation Risk Solutions, LLC
	  	N/A	  	N/A	  	N/A
	 SIRVA Container Lines, Inc.
	  	Common, no par value	  	3	  	100
	 SIRVA Freight Forwarding, Inc.
	  	Common, no par value specified	  	4	  	1,000
	 SIRVA Imaging Solutions, Inc.
	  	Common, $1.00	  	3	  	1,000
	 SIRVA MLS, Inc.
	  	Common	  	5	  	10
	 SIRVA Move Management, Inc.
	  	Common, no par value	  	3	  	1,000
	 SIRVA Relocation LLC
	  	N/A	  	N/A	  	N/A

 Granting Party: North American Van Lines, Inc. (of foreign subsidiaries) 

 

							
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 SIRVA Australian Holdings Pty. Ltd
	  	Ordinary shares	  	2	  	42*
	 ALNAV Platinum Company
	  	Common shares	  	2	  	12,494,508*
	 SIRVA Relocation Holdings Limited
	  	Ordinary, £1.00	  	N/A	  	3,898,551*
				
	 *  Representing 65% of the total number of shares.
	  		  		  	
				
	 Granting Party: Allied Van Lines, Inc.
	  		  		  	
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 A Relocation Solutions Management Company
	  	N/A	  	N/A	  	N/A
	 Allied International N.A., Inc.
	  	Common, no par value	  	3	  	1,000
	 Allied Interstate Transportation, Inc.
	  	Common, $0.10	  	1	  	100
	 Allied Van Lines, Inc. of Indiana
	  	Common, $0.10	  	1	  	100
	 Allied Van Lines Terminal Company
	  	Common, $5.00	  	2	  	60,000
		  		  	3	  	90,000
		  		  	4	  	60,000
	 A.V.L. Transportation, LLC
	  	N/A	  	N/A	  	N/A
	 Cartwright Moving & Storage , LLC
	  	N/A	  	N/A	  	N/A
	 Cartwright Van Lines, LLC
	  	N/A	  	N/A	  	N/A
	 Meridian Mobility Resources, Inc.
	  	Common, $0.10	  	2	  	100
	 Trident Transport International, Inc.
	  	Common, $0.01	  	2	  	100


  
 Sch 2-2 









 Schedule 2 to Guarantee and Collateral Agreement 

 

 Granting Party: Allied Van Lines Terminal Company 

 

							
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 Allied Freight Forwarding, LLC
	  	N/A	  	N/A	  	N/A
				
	 Granting Party: Allied Freight Forwarding, Inc.
	  		  		  	
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 Allied Alliance Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Continental Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Domestic Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Intermodal Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Transcontinental Forwarding, LLC
	  	N/A	  	N/A	  	N/A
	 Allied Transportation Forwarding, LLC
	  	N/A	  	N/A	  	N/A
				
	 Granting Party: SIRVA Relocation LLC (of domestic subsidiaries)
	  		  		  	
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 DJK Residential LLC
	  	N/A	  	N/A	  	N/A
	 SIRVA Global Relocation, Inc.
	  	Common, $0.01	  	1	  	1,000
	 SIRVA Settlement, Inc.
	  	Common, no par value	  	3	  	450
	 SIRVA Settlement of Alabama, LLC
	  	N/A	  	N/A	  	N/A
				
	 Granting Party: SIRVA Relocation LLC (of foreign subsidiaries)
	  		  		  	
				
	 Issuer
	  	 Class of Stock
	  	 Stock Certificate

No.
	  	 No. of Shares

	 CMSR Reinsurance, Ltd.
	  	Common	  	3	  	7,150*
	 SIRVA Relocation Holdings Limited
	  	Common, £1.00	  	N/A	  	101,366*

  

	*	Representing 65% of the total number of shares. 


  
 Sch 2-3 









 Schedule 2 to Guarantee and Collateral Agreement 

 

 2. Pledged Notes 
  

					
	 Issuer
	  	 Payee
	  	 Principal Amount

	 North American Van Lines, Inc.
	  	SIRVA Relocation No. 1 Limited (UK)	  	GBP 2,225,086 LT Loan (Amount drawn GBP 2,225,086)
	 SIRVA Relocation Limited (HK)
	  	North American Van Lines, Inc.	  	 HKD 15,000,000
 (amount drawn HKD
0)

	 North American Van Lines, Inc.
	  	SIRVA Worldwide, Inc.	  	 Original face amount: $1,000,000,000 + Interest Amount outstanding as of 2/28/2013: $1,339,848,673

(Interest portion is $386,619,426)

	 SIRVA Relocation Credit, LLC
	  	SIRVA Relocation LLC	  	No Amount*
	 SIRVA Relocation Credit, LLC
	  	SIRVA Global Relocation, Inc.	  	No Amount*
	 North American Van Lines, Inc.
	  	SIRVA Pty Ltd (AU)	  	AUD 7,000,000 LT Loan (Amount drawn AUD 7,000,000)
	 SIRVA Pty Ltd (AU)
	  	North American Van Lines, Inc.	  	 AUD 20,000,000
 (Amount drawn AUD
500,000)

	 SIRVA Relocation No. 1 Limited (UK)
	  	North American Van Lines, Inc.	  	 GBP 10,000,000
 (Amount drawn GBP
3,490,861)

	 Concept Mobility Servicos De Mobilidade LTDA Brazil
	  	SIRVA Worldwide, Inc.	  	 $100,000
 (Amount drawn

$100,000)

	 Concept Mobility Servicos De Mobilidade LTDA Brazil
	  	SIRVA Worldwide, Inc.	  	 $100,000
 (Amount drawn

$100,000)

	 Concept Mobility Servicos De Mobilidade LTDA Brazil
	  	SIRVA Worldwide, Inc.	  	 $40,000
 (Amount drawn

$40,000)

	 Concept Mobility Servicos De Mobilidade LTDA Brazil
	  	SIRVA Worldwide, Inc.	  	 $60,000
 (Amount drawn

$60,000)

	 Concept Mobility Servicos De Mobilidade LTDA Brazil
	  	SIRVA Worldwide, Inc.	  	 $64,500
 (Amount drawn

$64,500)



  
 Sch 2-4 









 Schedule 2 to Guarantee and Collateral Agreement 

 


					
	 North American Van Lines, Inc.
	  	Allied Moving Services (S) Pte Ltd (SG)	  	 SGD 10,000,000
 (Amount drawn SGD
2,170,000)

	 North American Van Lines, Inc.
	  	SIRVA (Asia) Pte Ltd (SG)	  	 SGD 10,000,000
 (Amount drawn SGD
175,871)

	 North American Van Lines, Inc.
	  	Allied Relocation Services LLC (UAE) (Formerly Allied Pickfords Pte Ltd)	  	 $5,000,000
 (Amount drawn

$650,000)

	 SIRVA s.r.o.
	  	North American Van Lines, Inc.	  	 $5,000,000
 (Amount drawn

$572,588)

	 Allied Moving Services (HK) Limited
	  	North American Van Lines, Inc.	  	 HKD 20,000,000
 (Amount drawn HKD
440,597)


  

	*	SIRVA Global Relocation, Inc. and SIRVA Relocation LLC together owe SIRVA Relocation Credit, LLC an amount payable of $1,982,444. 


  
 Sch 2-5 








 Schedule 3 to Guarantee and Collateral Agreement 

LOCATION OF JURISDICTION OF ORGANIZATION 
  

			
	 Grantor Name
	  	 Jurisdiction of Organization

	 A Five Star Forwarding, LLC
	  	Delaware
	 A Relocation Solutions Management, LLC
	  	Delaware
	 A Three Rivers Forwarding, LLC
	  	Indiana
	 Alaska USA Van Lines, LLC
	  	Indiana
	 Alliance Relocation Services, LLC
	  	Delaware
	 Allied Alliance Forwarding, LLC
	  	Delaware
	 Allied Continental Forwarding, LLC
	  	Delaware
	 Allied Domestic Forwarding, LLC
	  	Delaware
	 Allied Freight Forwarding, LLC
	  	Delaware
	 Allied Intermodal Forwarding, LLC
	  	Delaware
	 Allied International N.A., Inc.
	  	Delaware
	 Allied Interstate Transportation, Inc.
	  	Delaware
	 Allied Transportation Forwarding, LLC
	  	Delaware
	 Allied Transcontinental Forwarding, LLC
	  	Delaware
	 Allied Van Lines, Inc.
	  	Delaware
	 Allied Van Lines, Inc. of Indiana
	  	Indiana
	 Allied Van Lines Terminal Company
	  	Delaware
	 Americas Quality Van Lines, LLC
	  	Indiana
	 Anaheim Moving Systems, LLC
	  	Delaware
	 A.V.L. Transportation, LLC
	  	Delaware
	 Cartwright Moving & Storage , LLC
	  	Delaware
	 Cartwright Van Lines, LLC
	  	Delaware
	 City Storage & Transfer, Inc.
	  	Colorado
	 DJK Residential LLC
	  	New York
	 Federal Traffic Service, LLC
	  	Indiana
	 Fleet Insurance Management, Inc.
	  	Indiana
	 FrontRunner Worldwide, Inc.
	  	Delaware
	 Global Van Lines, LLC
	  	Indiana
	 Global Worldwide, LLC
	  	Indiana
	 J.D.C. International, Inc.
	  	Illinois
	 Lyon Van Lines, LLC
	  	Indiana
	 Lyon Worldwide Shipping, LLC
	  	Indiana
	 Meridian Mobility Resources, Inc.
	  	Delaware
	 Move Management Services, Inc.
	  	Indiana
	 NACAL, LLC
	  	California
	 NorAm Forwarding, LLC
	  	Indiana
	 North American Forwarding, LLC
	  	Indiana
	 North American International N.A., Inc.
	  	Delaware
	 North American Van Lines of Texas, LLC
	  	Texas
	 North American Van Lines, Inc.
	  	Delaware
	 Relocation Risk Solutions, LLC
	  	Delaware
	 SIRVA, Inc.
	  	Delaware


  
 Sch 3-1 









 Schedule 3 to Guarantee and Collateral Agreement 

 


			
	 Grantor Name
	  	 Jurisdiction of Organization

	 SIRVA Container Lines, Inc.
	  	Florida
	 SIRVA MLS, Inc.
	  	Indiana
	 SIRVA Move Management, Inc.
	  	Indiana
	 SIRVA Settlement, Inc.
	  	Ohio
	 SIRVA Settlement of Alabama, LLC
	  	Alabama
	 SIRVA Freight Forwarding, Inc.
	  	Indiana
	 SIRVA Global Relocation, Inc.
	  	Delaware
	 SIRVA Imaging Solutions, Inc.
	  	Delaware
	 SIRVA Relocation LLC
	  	Delaware
	 SIRVA Relocation Properties, LLC
	  	Delaware
	 SIRVA Worldwide, Inc.
	  	Delaware
	 Trident Transport International, Inc.
	  	Delaware


  
 Sch 3-2 








 Schedule 4 to Guarantee and Collateral Agreement 

TRADEMARKS AND TRADEMARK LICENSES 

US Trademark Applications and Registrations 
  

											
	 GRANTOR
	  	 TRADEMARK
	  	APP./REG
NUMBER	 	  	FILING/REG
DATE	 
	 Alliance Relocation Services, Inc.
	  	AAlliance & Design (Class 35)	  	 	3,243,594	  	  	 	5/22/2007	  
	 Allied Van Lines, Inc.
	  	ALLIED & DESIGN	  	 	1,583,985	  	  	 	02/20/1990	  
	 Allied Van Lines, Inc.
	  	1 and DESIGN	  	 	870,642	  	  	 	06/03/1969	  
	 Allied Van Lines, Inc.
	  	ALLIED	  	 	1,903,048	  	  	 	07/04/1995	  
	 Allied Van Lines, Inc.
	  	ALLIED VAN LINES	  	 	515,823	  	  	 	09/27/1949	  
	 Allied Van Lines, Inc.
	  	1 & DESIGN (In Color)	  	 	1,957,420	  	  	 	02/20/1996	  
	 Allied Van Lines, Inc.
	  	CAMIS (Stylized)	  	 	1,558,363	  	  	 	09/26/1989	  
	 Allied Van Lines, Inc.
	  	EXPRESS 1	  	 	2,405,106	  	  	 	11/21/2000	  
	 Allied Van Lines, Inc.
	  	EXPRESS 1 (Stylized)	  	 	2,405,105	  	  	 	11/21/2000	  
	 Allied Van Lines, Inc.
	  	EXTRA CARE PROTECTION	  	 	1,209,044	  	  	 	09/14/1982	  
	 Allied Van Lines, Inc.
	  	GLOBALCOM	  	 	3,250,687	  	  	 	06/12/2007	  
	 Allied Van Lines, Inc.
	  	IMOVE.COM	  	 	3,585,186	  	  	 	03/10/2009	  
	 Allied Van Lines, Inc.
	  	PRICED TO MOVE	  	 	3,345,484	  	  	 	11/27/2007	  
	 Allied Van Lines, Inc.
	  	QUANTUM SALES	  	 	85/322515	  	  	 	10/28/2010	  
	 Allied Van Lines, Inc.
	  	QLAB	  	 	85/254614	  	  			
	 Allied Van Lines, Inc.
	  	RELOCATE YOUR THINKING	  	 	3,839,199	  	  	 	08/24/2010	  
	 Allied Van Lines, Inc.
	  	RELOGENIUS	  	 	4,182,782	  	  	 	07/31/2012	  
	 Allied Van Lines, Inc.
	  	SCAN!	  	 	1,635,690	  	  	 	02/19/1991	  
	 Allied Van Lines, Inc.
	  	SIRVA & Design	  	 	3,461,374	  	  	 	07/08/2008	  
	 Allied Van Lines, Inc.
	  	SIRVA & Design (Solid Platinum ) (Class 35, 36, 39)	  	 	3,301,871	  	  	 	10/02/2007	  
	 Allied Van Lines, Inc.
	  	SIRVA & Design (Class 35, 36, 39)	  	 	2,870,120	  	  	 	08/03/2004	  


  
 Sch 4-1 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 GRANTOR
	  	 TRADEMARK
	  	APP./REG
NUMBER	 	  	FILING/REG
DATE	 
	 Allied Van Lines, Inc.
	  	SIRVA (Class 35, 36, 39)	  	 	2,858,430	  	  	 	06/29/2004	  
	 Allied Van Lines, Inc.
	  	THE CAREFUL MOVERS	  	 	1,540,911	  	  	 	05/23/1989	  
	 Allied Van Lines, Inc.
	  	TRIDENT	  	 	3,320,652	  	  	 	10/23/2007	  
	 Allied Van Lines, Inc.
	  	WE’LL GET YOU FROM REAL ESTATE AGENT TO MORTGAGE TO MOVED IN	  	 	3,461,375	  	  	 	07/08/2008	  
	 Global Van Lines, Inc.
	  	GLOBAL & DESIGN (CLASS 16)	  	 	1,167,207	  	  	 	09/01/1981	  
	 Global Van Lines, Inc.
	  	GLOBAL & DESIGN (CLASS 39)	  	 	897,127	  	  	 	08/18/1970	  
	 Global Van Lines, Inc.
	  	GLOBAL (CLASS 16)	  	 	1,119,228	  	  	 	05/29/1979	  
	 Global Van Lines, Inc.
	  	GLOBAL (CLASS 39)	  	 	903,656	  	  	 	12/01/1970	  
	 Lyon Van Lines, Inc.
	  	LYON	  	 	1,015,990	  	  	 	07/15/1975	  
	 North American Van Lines, Inc.
	  	ARROW DESIGN W/TWO CIRCLES (CONTAINERS)	  	 	948,409	  	  	 	12/12/1972	  
	 North American Van Lines, Inc.
	  	ARROW DESIGN W/TWO CIRCLES (TRANSPORTATION)	  	 	914,752	  	  	 	06/08/1971	  
	 North American Van Lines, Inc.
	  	CDL PLUS (INDIANA REG. ONLY)	  	 	5010-2457	  	  	 	06/24/1994	  
	 North American Van Lines, Inc.
	  	DRIVER ROAD SERVICES & Design	  	 	4,140,924	  	  	 	05/15/2012	  
	 North American Van Lines, Inc.
	  	EPSILON LETTER & DESIGN	  	 	1,580,611	  	  	 	01/30/1990	  
	 North American Van Lines, Inc.
	  	HOME-TO-HOME	  	 	2,230,958	  	  	 	03/09/1999	  
	 North American Van Lines, Inc.
	  	HOME TOUCH! (Class 9)	  	 	2,270,122	  	  	 	08/17/1999	  
	 North American Van Lines, Inc.
	  	HOME TOUCH! (Class 35)	  	 	3,533,666	  	  	 	11/18/2008	  
	 North American Van Lines, Inc.
	  	IF IT’S IMPORTANT TO YOU, IT’S IMPORTANT TO US	  	 	2,976,122	  	  	 	07/26/2005	  
	 North American Van Lines, Inc.
	  	MOVESYNC	  	 	85/020,230	  	  	 	04/22/2010	  


  
 Sch 4-2 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 GRANTOR
	  	 TRADEMARK
	  	APP./REG
NUMBER	 	  	FILING/REG
DATE	 
	 North American Van Lines, Inc.
	  	NORTHAMERICAN	  	 	917,431	  	  	 	07/27/1971	  
	 North American Van Lines, Inc.
	  	NORTHAMERICAN INTERNATIONAL & DESIGN	  	 	1,310,419	  	  	 	12/18/1984	  
	 North American Van Lines, Inc.
	  	NORTHAMERICAN VAN LINES & DESIGN	  	 	915,264	  	  	 	06/15/1971	  
	 North American Van Lines, Inc.
	  	PRICELOCK	  	 	3,291,833	  	  	 	9/11/2007	  
	 North American Van Lines, Inc.
	  	PRICELOCK & DESIGN	  	 	3,288,883	  	  	 	09/04/2007	  
	 North American Van Lines, Inc.
	  	UPGRADE YOUR MOVE TO: BUSINESS CLASS	  	 	3,923,739	  	  	 	02/22/2011	  
	 North American Van Lines, Inc.
	  	WORLDTRAC	  	 	1,714,226	  	  	 	09/08/1992	  
	 SIRVA Relocation LLC
	  	COREGUARD AV	  	 	3,948,386	  	  	 	04/19/2011	  
	 SIRVA Relocation LLC
	  	EXECUTIVE RELOCATION (Class 35)	  	 	2,763,726	  	  	 	09/16/2003	  
	 SIRVA Relocation LLC
	  	FlexFee (Stylized) (Class 36)**	  	 	2,182,901	  	  	 	08/18/1998	  
	 SIRVA Relocation LLC
	  	FLEXGUARD AV	  	 	3,948,385	  	  	 	04/19/2011	  
	 SIRVA Relocation LLC
	  	MOVEOURHOME	  	 	3,431,302	  	  	 	05/20/2008	  
	 SIRVA Relocation LLC
	  	OPTIMOVE (Class 35 & 36)**	  	 	2,539,670	  	  	 	02/19/2002	  
	 SIRVA Relocation LLC
	  	PROSOURCE PROPERTIES (Class 35 & 36)**	  	 	2,691,966	  	  	 	03/04/2003	  
	 SIRVA Relocation LLC
	  	RELOCATION REDEFINED (Class 35)	  	 	2,827,440	  	  	 	03/30/2004	  
	 SIRVA Relocation LLC
	  	RISKGUARD (Class 35 & 36)	  	 	3,488,637	  	  	 	08/19/2008	  
	 SIRVA Relocation LLC
	  	RISKGUARD AVX (Class 35 & 36)	  	 	3,488,634	  	  	 	08/19/2008	  
	 SIRVA Relocation LLC
	  	RISKGUARD BVX (Class 35 & 36)	  	 	3,488,635	  	  	 	08/19/2008	  
	 SIRVA Relocation LLC
	  	SECUREGUARD AV	  	 	3,948,387	  	  	 	04/19/2011	  
	 SIRVA Relocation LLC
	  	SELECTGUARD AV	  	 	3,986,259	  	  	 	06/28/2011	  
	 SIRVA Relocation LLC
	  	SIRVA LSX	  	 	3.938,586	  	  	 	03/29/2011	  
	 SIRVA Relocation LLC
	  	THE UNBUYOUT (Class 35 & 36)**	  	 	2,142,300	  	  	 	03/10/1998	  
	 SIRVA Relocation LLC
	  	TOTAL RELOCATION ASSESSMENT CALCULATOR (TRAC)	  	 	3,935,161	  	  	 	03/22/2011	  


  
 Sch 4-3 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 GRANTOR
	  	 TRADEMARK
	  	APP./REG
NUMBER	 	  	FILING/REG
DATE	 
	 SIRVA Relocation LLC
	  	TRAC	  	 	3,958,654	  	  	 	05/10/2011	  
	 SIRVA Relocation LLC
	  	MYMOVECONNECTION	  	 	4,123,101	  	  	 	04/03/2012	  
	 SIRVA Relocation LLC
	  	GLOBAL CONNECTIONS	  	 	4,103,173	  	  	 	02/21/2012	  
	 SIRVA Relocation LLC
	  	BVO SUNSET	  	 	4,143,981	  	  	 	05/15/2012	  

  

	**	The following trademarks are no longer used by the Company, and the Company will not renew its registrations for these trademarks: FLEXFEE (Reg. No. 2,182,901), OPTIMOVE (Reg. No. 2,539,670), PROSOURCE
PROPERTIES (Reg. No. 2,691,966), THE UNBUYOUT (Reg. No. 2,142,300). 

 Foreign Trademark Applications and
Registrations 
  

											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Africa (OAPI)	  	1 ALLIED & Design (Class 36)	  	29343	  	 	06/27/1990	  
	 Allied Van Lines, Inc.
	  	Algeria	  	1 ALLIED & Design (Class 39)	  	56448	  	 	06/26/1989	  
	 Allied Van Lines, Inc.
	  	Algeria	  	ALLIED (Class 39)	  	56449	  	 	06/26/1989	  
	 Allied Van Lines, Inc.
	  	Argentina	  	1 ALLIED & Design (Class 39)	  	1756799	  	 	03/07/2000	  
	 Allied Van Lines, Inc.
	  	Argentina	  	ALLIED (Class 39)	  	1756788	  	 	03/07/2000	  
	 Allied Van Lines, Inc.
	  	Australia	  	1 ALLIED & Design (Class 39)	  	514215	  	 	02/18/1992	  
	 Allied Van Lines, Inc.
	  	Australia	  	ALLIED (Class 39)	  	514214	  	 	02/18/1992	  
	 Allied Van Lines, Inc.
	  	Australia	  	ALLIED PICKFORDS	  	971205	  	 	12/16/2004	  
	 Allied Van Lines, Inc.
	  	Australia	  	SIRVA (Class 36 & 39)	  	903532	  	 	03/04/2003	  
	 Allied Van Lines, Inc.
	  	Austria	  	1 ALLIED & Design (Class 39)	  	127483	  	 	10/04/1989	  


  
 Sch 4-4 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Austria	  	ALLIED (Class 09, 10, 14, 21, 24, 39)	  	65184	  	 	08/25/1969	  
	 Allied Van Lines, Inc.
	  	Austria	  	ALLIED (Class 39)	  	127472	  	 	10/04/1989	  
	 Allied Van Lines, Inc.
	  	Austria	  	ALLIED VAN LINES (Class 09, 10, 14, 21, 24, 39)	  	65183	  	 	08/25/1969	  
	 Allied Van Lines, Inc.
	  	Austria	  	SIRVA (Class 36 & 39)	  	215219	  	 	01/28/2004	  
	 Allied Van Lines, Inc.
	  	Austria	  	Slanted Highway Logo (Class 39)	  	115588	  	 	04/01/1987	  
	 Allied Van Lines, Inc.
	  	Azerbaijan	  	ALLIED (Class 39)	  	950686	  	 	10/02/1995	  
	 Allied Van Lines, Inc.
	  	Bahamas	  	1 ALLIED & Design (Class 39)	  	13576	  	 	07/02/1990	  
	 Allied Van Lines, Inc.
	  	Bahamas	  	ALLIED (Class 39)	  	13575	  	 	07/02/1990	  
	 Allied Van Lines, Inc.
	  	Bahrain	  	1 ALLIED & Design	  	734	  	 	04/15/1990	  
	 Allied Van Lines, Inc.
	  	Bahrain	  	ALLIED (Class 39)	  	733	  	 	04/15/1990	  
	 Allied Van Lines, Inc.
	  	Bahrain	  	THE CAREFUL MOVERS (Class 39)	  	–55723	  	 	05/06/2007	  
	 Allied Van Lines, Inc.
	  	Barbados	  	1 ALLIED & Design (Class 39)	  	81/7016	  	 	09/05/1997	  
	 Allied Van Lines, Inc.
	  	Barbados	  	ALLIED (Class 39)	  	81/5711	  	 	02/07/1997	  
	 Allied Van Lines, Inc.
	  	Belarus	  	1 ALLIED & Design (Class 39)	  	3044	  	 	12/31/1993	  
	 Allied Van Lines, Inc.
	  	Belarus	  	ALLIED (Class 39)	  	3246	  	 	02/24/1994	  
	 Allied Van Lines, Inc.
	  	Benelux	  	1 ALLIED & Design (Class 39)	  	469132	  	 	06/01/1990	  
	 Allied Van Lines, Inc.
	  	Benelux	  	ALLIED (Class 39)	  	477954	  	 	01/03/1991	  
	 Allied Van Lines, Inc.
	  	Benelux	  	SIRVA (Class 36 & 39)	  	722021	  	 	005/06/2003	  
	 Allied Van Lines, Inc.
	  	Benelux	  	THE CAREFUL MOVERS (Class 39)	  	564100	  	 	10/02/1995	  
	 Allied Van Lines, Inc.
	  	Benelux	  	WORLD’S NO. 1 MOVER & Design (Class 06, 12, 16, 17, 20, 22)	  	72099	  	 	09/19/1973	  
	 Allied Van Lines, Inc.
	  	Bermuda	  	1 ALLIED & Design (Class 39)	  	25014	  	 	06/21/1994	  
	 Allied Van Lines, Inc.
	  	Bermuda	  	ALLIED (Class 39)	  	25013	  	 	06/21/1994	  


  
 Sch 4-5 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Bolivia	  	1 ALLIED & Design (Class 39)	  	C49708	  	 	02/06/1990	  
	 Allied Van Lines, Inc.
	  	Bolivia	  	ALLIED (Class 39)	  	C49707	  	 	02/06/1990	  
	 Allied Van Lines, Inc.
	  	Brazil	  	ALLIED VAN LINES AIR FREIGHT (Cl 38,40)	  	810516640	  	 	10/31/2006	  
	 Allied Van Lines, Inc.
	  	Brazil	  	ALLIED WORLDWIDE	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Brazil	  	ALLIED (Class 38)	  	780274334	  	 	10/13/1991	  
	 Allied Van Lines, Inc.
	  	Brazil	  	ALLIED (Class 39)	  	819162086	  	 	12/12/2000	  
	 Allied Van Lines, Inc.
	  	Bulgaria	  	ALLIED (Class 39)	  	1915-S	  	 	12/23/1992	  
	 Allied Van Lines, Inc.
	  	Bulgaria	  	THE CAREFUL MOVERS (Class 39)	  	45060	  	 	06/16/2003	  
	 Allied Van Lines, Inc.
	  	Cambodia	  	ALLIED (Class 39)	  	4008	  	 	02/14/1994	  
	 Allied Van Lines, Inc.
	  	Canada	  	SIRVA	  	TMA625695	  	 	11/17/2004	  
	 Allied Van Lines, Inc.
	  	Canada	  	COMING HOME	  	407313	  	 	01/29/1993	  
	 Allied Van Lines, Inc.
	  	Canada	  	EXTRA CARE PROTECTION	  	373773	  	 	09/28/1990	  
	 Allied Van Lines, Inc.
	  	Canada	  	THE CAREFUL MOVERS	  	403707	  	 	10/23/1992	  
	 Allied Van Lines, Inc.
	  	Chile	  	1 ALLIED & Design (Class 39)	  	631.585	  	 	04/14/1992	  
	 Allied Van Lines, Inc.
	  	Chile	  	ALLIED PICKFORDS (Class 39)	  	518,281	  	 	07/30/1998	  
	 Allied Van Lines, Inc.
	  	Chile	  	ALLIED VAN LINES (Class 39)	  	518,280	  	 	07/28/1988	  
	 Allied Van Lines, Inc.
	  	China	  	ALLIED (Class 39)	  	775,345	  	 	01/07/1995	  
	 Allied Van Lines, Inc.
	  	China	  	ALLIED (Class 39)	  	1,779,374	  	 	05/28/2002	  
	 Allied Van Lines, Inc.
	  	China	  	SIRVA (Class 35)	  	3265982	  	 	04/14/2004	  
	 Allied Van Lines, Inc.
	  	China	  	SIRVA (Class 36)	  	3265981	  	 	07/21/2004	  
	 Allied Van Lines, Inc.
	  	China	  	SIRVA (Class 39)	  	3265980	  	 	03/21/2004	  
	 Allied Van Lines, Inc.
	  	Colombia	  	1 ALLIED & Design (Class 39)	  	191086	  	 	09/17/1996	  
	 Allied Van Lines, Inc.
	  	Colombia	  	ALLIED (Class 39)	  	138924	  	 	07/28/1992	  
	 Allied Van Lines, Inc.
	  	Costa Rica	  	ALLIED (Class 39)	  	71967	  	 	05/02/1990	  
	 Allied Van Lines, Inc.
	  	Croatia	  	ALLIED (Class 39)	  	Z922146	  	 	11/14/1990	  
	 Allied Van Lines, Inc.
	  	Cyprus	  	1 ALLIED & Design (Class 39)	  	46564	  	 	11/08/1996	  


  
 Sch 4-6 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Cyrpus	  	ALLIED (Class 39)	  	46563	  	 	11/08/1996	  
	 Allied Van Lines, Inc.
	  	Czech Republic	  	1 ALLIED & Design (Class 39)	  	189133	  	 	04/29/1996	  
	 Allied Van Lines, Inc.
	  	Denmark	  	1 ALLIED & Design (Class 39)	  	VR19915989	  	 	09/20/1991	  
	 Allied Van Lines, Inc.
	  	Denmark	  	ALLIED (Class 39)	  	VR19691981	  	 	07/18/1969	  
	 Allied Van Lines, Inc.
	  	Denmark	  	ALLIED VAN LINES (Class 39)	  	VR19692426	  	 	08/29/1969	  
	 Allied Van Lines, Inc.
	  	Denmark	  	SIRVA (Class 36 & 39)	  	VR200203087	  	 	09/06/2002	  
	 Allied Van Lines, Inc.
	  	Denmark	  	SLANTED HIGHWAY (CLASS 39)	  	VR19882027	  	 	05/06/1988	  
	 Allied Van Lines, Inc.
	  	Denmark	  	WORLD’S NO. 1 MOVER & Design	  	VR19691989	  	 	07/18/1969	  
	 Allied Van Lines, Inc.
	  	Dominican Republic	  	ALLIED WORLDWIDE – (Cl 70)	  	112694	  	 	05/15/2000	  
	 Allied Van Lines, Inc.
	  	Dominican Republic	  	1 ALLIED & Design (Class 70)	  	47837	  	 	11/14/1989	  
	 Allied Van Lines, Inc.
	  	Dominican Republic	  	ALLIED (Class 70)	  	47836	  	 	11/14/1989	  
	 Allied Van Lines, Inc.
	  	Ecuador	  	1 ALLIED & Design (Class 39)	  	1105	  	 	11/24/1993	  
	 Allied Van Lines, Inc.
	  	Ecuador	  	ALLIED (Class 39)	  	5578	  	 	11/26/1991	  
	 Allied Van Lines, Inc.
	  	Egypt	  	1 ALLIED & Design (Class 39)	  	76230	  	 	11/24/1992	  
	 Allied Van Lines, Inc.
	  	Egypt	  	ALLIED (Class 39)	  	75117	  	 	09/11/1991	  
	 Allied Van Lines, Inc.
	  	Egypt	  	ALLIED WORLDWIDE	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Egypt	  	Slanted Highway (Class 39)	  	68806	  	 	01/20/1991	  
	 Allied Van Lines, Inc.
	  	Egypt	  	THE CAREFUL MOVERS	  	200388	  	 	06/02/2009	  
	 Allied Van Lines, Inc.
	  	Estonia	  	1 ALLIED & Design (Class 39)	  	13551	  	 	10/14/1994	  
	 Allied Van Lines, Inc.
	  	Estonia	  	ALLIED (Class 39)	  	08781	  	 	03/03/1994	  
	 Allied Van Lines, Inc.
	  	Ethiopia	  	1 ALLIED & Design (Class 39)	  	01434	  	 	07/07/1992	  
	 Allied Van Lines, Inc.
	  	Ethiopia	  	ALLIED (Class 39)	  	01433	  	 	07/07/1992	  
	 Allied Van Lines, Inc.
	  	European Community	  	1 ALLIED & Design (Class 39)	  	83089	  	 	10/19/1998	  
	 Allied Van Lines, Inc.
	  	European Community	  	ALLIED (Class 39)	  	83006	  	 	10/15/1999	  
	 Allied Van Lines, Inc.
	  	European Community	  	GLOBALCOM (Class 42)	  	5853403	  	 	06/03/2008	  


  
 Sch 4-7 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Finland	  	1 ALLIED & Design (Class 39)	  	115257	  	 	12/05/1991	  
	 Allied Van Lines, Inc.
	  	Finland	  	SIRVA (Class 36 & 39)	  	229837	  	 	03/15/2004	  
	 Allied Van Lines, Inc.
	  	Finland	  	Slanted Highway (Class 39)	  	103190	  	 	01/20/1989	  
	 Allied Van Lines, Inc.
	  	France	  	1 ALLIED & Design (Class 39)	  	1549801	  	 	09/08/1989	  
	 Allied Van Lines, Inc.
	  	France	  	ALLIED (Class 39)	  	1347958	  	 	03/25/1986	  
	 Allied Van Lines, Inc.
	  	France	  	SIRVA (Class 36 & 39)	  	23174402	  	 	07/15/2002	  
	 Allied Van Lines, Inc.
	  	France	  	Slanted Highway (Class 39)	  	1369033	  	 	08/29/1986	  
	 Allied Van Lines, Inc.
	  	France	  	WORLD’S NO. 1 MOVER & Design (Cl 39)	  	1496771	  	 	11/02/1988	  
	 Allied Van Lines, Inc.
	  	Georgia	  	ALLIED (Class 39)	  	312	  	 	11/07/1994	  
	 Allied Van Lines, Inc.
	  	Germany	  	1 ALLIED & Design (Class 39)	  	1185895	  	 	10/05/1992	  
	 Allied Van Lines, Inc.
	  	Germany	  	ALLIED (Class 39)	  	DD652292	  	 	02/25/1993	  
	 Allied Van Lines, Inc.
	  	Germany	  	SIRVA (Class 36 & 39)	  	30238411	  	 	10/07/2002	  
	 Allied Van Lines, Inc.
	  	Germany	  	Slanted Highway Logo (Class 39)	  	1129090	  	 	10/17/1988	  
	 Allied Van Lines, Inc.
	  	Germany	  	WORLD’S NO. 1 MOVER & Design (Cl 6, 12,20)	  	881702-122	  	 	01/28/1969	  
	 Allied Van Lines, Inc.
	  	Greece	  	1 ALLIED & Design (Class 16)	  	99660	  	 	05/17/1994	  
	 Allied Van Lines, Inc.
	  	Greece	  	ALLIED (Class 39)	  	114647	  	 	05/17/1996	  
	 Allied Van Lines, Inc.
	  	Greece	  	Slanted Highway Logo (Class 39)	  	84687	  	 	10/17/1989	  
	 Allied Van Lines, Inc.
	  	Haiti	  	ALLIED (Class 39)	  	254/87	  	 	07/09/1990	  
	 Allied Van Lines, Inc.
	  	Honduras	  	1 ALLIED & Design (Class 39)	  	1049	  	 	01/30/1991	  
	 Allied Van Lines, Inc.
	  	Honduras	  	ALLIED (Class 39)	  	1048	  	 	01/30/1991	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	1 ALLIED & Design (Class 16)	  	2109/93	  	 	12/03/1990	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	1 ALLIED & Design (Class 39)	  	B6841/97	  	 	06/26/1997	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	ALLIED (Class 16)	  	2108/93	  	 	12/03/1990	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	ALLIED (Class 39)	  	B6842/1997	  	 	06/26/1997	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	SIRVA (Class 35)	  	300014093	  	 	05/05/2003	  
	 Allied Van Lines, Inc.
	  	Hong Kong	  	SIRVA (Class 36)	  	B7196/2003	  	 	05/29/2003	  


  
 Sch 4-8 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Hong Kong	  	SIRVA (Class 39)	  	B10622/2003	  	 	08/27/2003	  
	 Allied Van Lines, Inc.
	  	Hungary	  	ALLIED (Class 39)	  	131900	  	 	11/12/1990	  
	 Allied Van Lines, Inc.
	  	Hungary	  	SIRVA (Class 36 & 39)	  	175127	  	 	04/24/2003	  
	 Allied Van Lines, Inc.
	  	Iceland	  	1 ALLIED & Design (Class 39)	  	856/1989	  	 	11/07/1989	  
	 Allied Van Lines, Inc.
	  	Iceland	  	ALLIED (Class 39)	  	855/1989	  	 	11/07/1989	  
	 Allied Van Lines, Inc.
	  	India	  	1 ALLIED & Design	  	Pending	  			
	 Allied Van Lines, Inc.
	  	India	  	ALLIED (Class 16)	  	357958	  	 	04/23/2005	  
	 Allied Van Lines, Inc.
	  	India	  	SIRVA	  	Pending	  			
	 Allied Van Lines, Inc.
	  	India	  	THE CAREFUL MOVERS	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Indonesia	  	1 ALLIED & Design (Class 16)	  	506538	  	 	02/17/1992	  
	 Allied Van Lines, Inc.
	  	Indonesia	  	ALLIED (Class 16)	  	506537	  	 	05/07/1992	  
	 Allied Van Lines, Inc.
	  	Indonesia	  	ALLIED (Class 39)	  	327537	  	 	02/03/1995	  
	 Allied Van Lines, Inc.
	  	Indonesia	  	THE CAREFUL MOVERS	  	318208	  	 	08/19/2011	  
	 Allied Van Lines, Inc.
	  	Ireland	  	1 ALLIED & Design (Class 16)	  	138371	  	 	11/06/1989	  
	 Allied Van Lines, Inc.
	  	Ireland	  	1 ALLIED & Design (Class 39)	  	201058	  	 	12/01/1998	  
	 Allied Van Lines, Inc.
	  	Ireland	  	ALLIED (Class 16)	  	138370	  	 	11/06/1989	  
	 Allied Van Lines, Inc.
	  	Ireland	  	ALLIED (Class 39)	  	201057	  	 	07/01/1996	  
	 Allied Van Lines, Inc.
	  	Ireland	  	SIRVA (Class 35, 36 & 39)	  	226198	  	 	09/11/2003	  
	 Allied Van Lines, Inc.
	  	Ireland	  	Slanted Highway (Class 16)	  	129207	  	 	10/17/1990	  
	 Allied Van Lines, Inc.
	  	Israel	  	1 ALLIED & Design (Class 39)	  	79715	  	 	05/03/1994	  
	 Allied Van Lines, Inc.
	  	Israel	  	ALLIED (Class 39)	  	79714	  	 	03/10/1994	  
	 Allied Van Lines, Inc.
	  	Israel	  	Slanted Highway (Class 39)	  	65357	  	 	08/16/1990	  
	 Allied Van Lines, Inc.
	  	Italy	  	1 ALLIED & Design (Class 39)	  	892532	  	 	05/18/1992	  
	 Allied Van Lines, Inc.
	  	Italy	  	ALLIED (Class 39)	  	757779	  	 	05/06/1987	  
	 Allied Van Lines, Inc.
	  	Italy	  	ALLIED WORLDWIDE – (Cl 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Italy	  	SIRVA (Class 36 & 39)	  	1018769	  	 	09/05/2006	  
	 Allied Van Lines, Inc.
	  	Italy	  	Slanted Highway (Class 39)	  	1219710	  	 	03/09/1987	  
	 Allied Van Lines, Inc.
	  	Japan	  	1 ALLIED & Design (Class 22)	  	2436687	  	 	07/31/1992	  


  
 Sch 4-9 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Japan	  	1 ALLIED & Design (Class 39)	  	3000226	  	 	07/29/1994	  
	 Allied Van Lines, Inc.
	  	Japan	  	ALLIED (Class 22)	  	2460169	  	 	09/30/1992	  
	 Allied Van Lines, Inc.
	  	Japan	  	ALLIED (Class 39)	  	3000225	  	 	07/29/1994	  
	 Allied Van Lines, Inc.
	  	Japan	  	ALLIED IN KATAKANA (Class 39)	  	3288935	  	 	04/25/1997	  
	 Allied Van Lines, Inc.
	  	Japan	  	SIRVA (Class 36 & 39)	  	4785118	  	 	07/09/2004	  
	 Allied Van Lines, Inc.
	  	Japan	  	THE CAREFUL MOVERS (Class 39)	  	5115181	  	 	02/29/2008	  
	 Allied Van Lines, Inc.
	  	Jordan	  	ALLIED (Class 39	  	73571	  	 	08/16/2004	  
	 Allied Van Lines, Inc.
	  	Kazakhstan	  	ALLIED (Class 39)	  	329	  	 	05/10/1993	  
	 Allied Van Lines, Inc.
	  	Kenya	  	ALLIED (Class 39)	  	SMA0461	  	 	12/04/1996	  
	 Allied Van Lines, Inc.
	  	Kenya	  	ALLIED WORLDWIDE – (Cl 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Korea, Republic of	  	SIRVA (Class 36 & 39)	  	98145	  	 	03/05/2004	  
	 Allied Van Lines, Inc.
	  	Kosovo	  	ALLIED	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Kuwait	  	ALLIED (Class 39)	  	34042	  	 	10/01/2003	  
	 Allied Van Lines, Inc.
	  	Kuwait	  	THE CAREFUL MOVERS	  	86792	  	 	06/06/2010	  
	 Allied Van Lines, Inc.
	  	Kuwait	  	1 ALLIED & Design	  	102611	  	 	06/06/2010	  
	 Allied Van Lines, Inc.
	  	Laos	  	ALLIED (Class 39)	  	2702	  	 	03/03/1994	  
	 Allied Van Lines, Inc.
	  	Latvia	  	1 ALLIED & Design (Class 39)	  	M16596	  	 	08/10/1994	  
	 Allied Van Lines, Inc.
	  	Latvia	  	ALLIED (Class 39)	  	M32052	  	 	02/20/1996	  
	 Allied Van Lines, Inc.
	  	Liberia	  	1 ALLIED & Design (Class 39)	  	00093/2004	  	 	09/14/1989	  
	 Allied Van Lines, Inc.
	  	Liberia	  	ALLIED WORLDWIDE – (Cl 39)	  	2000/00044	  	 	05/01/2000	  
	 Allied Van Lines, Inc.
	  	Liberia	  	ALLIED (Class 39)	  	00094/2004	  	 	09/14/1989	  
	 Allied Van Lines, Inc.
	  	Liechtenstein	  	1 ALLIED & Design (Class 39)	  	8078	  	 	05/23/1991	  
	 Allied Van Lines, Inc.
	  	Liechtenstein	  	ALLIED (Class 06, 12, 20)	  	2794	  	 	02/18/1969	  
	 Allied Van Lines, Inc.
	  	Liechtenstein	  	ALLIED (Class 39)	  	8077	  	 	05/23/1991	  
	 Allied Van Lines, Inc.
	  	Liechtenstein	  	ALLIED VAN LINES (Class 06, 12, 20)	  	2793	  	 	02/18/1969	  


  
 Sch 4-10 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Liechtenstein	  	WORLD’S NO. 1 MOVER (Class 06, 12, 20)	  	2792	  	 	02/18/1969	  
	 Allied Van Lines, Inc.
	  	Lithuania	  	1 ALLIED & Design (Class 39)	  	6522	  	 	02/23/1993	  
	 Allied Van Lines, Inc.
	  	Lithuania	  	ALLIED (Class 39)	  	6046	  	 	09/15/1992	  
	 Allied Van Lines, Inc.
	  	Macedonia	  	ALLIED (Class 39)	  	 Pending – App.

Z-2004/177
	  			
	 Allied Van Lines, Inc.
	  	Malaysia	  	1 ALLIED & Design (Class 16)	  	90/02258	  	 	11/26/1994	  
	 Allied Van Lines, Inc.
	  	Malaysia	  	1 ALLIED & Design (Class 39)	  	98/01577	  	 	05/14/2002	  
	 Allied Van Lines, Inc.
	  	Malaysia	  	ALLIED (Class 16)	  	90/02257	  	 	02/22/1994	  
	 Allied Van Lines, Inc.
	  	Malaysia	  	ALLIED (Class 39)	  	98/01578	  	 	04/17/2002	  
	 Allied Van Lines, Inc.
	  	Malaysia	  	SIRVA (Class 36)	  	04003007	  	 	06/03/2006	  
	 Allied Van Lines, Inc.
	  	Malaysia	  	SIRVA (Class 39)	  	04003008	  	 	06/07/2006	  
	 Allied Van Lines, Inc.
	  	Mexico	  	1 ALLIED & Design (Class 39, 41)	  	444279	  	 	10/15/1993	  
	 Allied Van Lines, Inc.
	  	Mexico	  	ALLIED (Class 39)	  	374167	  	 	03/19/1994	  
	 Allied Van Lines, Inc.
	  	Mexico	  	SIRVA (Class 36)	  	760132	  	 	08/22/2002	  
	 Allied Van Lines, Inc.
	  	Mexico	  	SIRVA (Class 39)	  	752036	  	 	06.26/2002	  
	 Allied Van Lines, Inc.
	  	Monaco	  	1 ALLIED & Design (Class 39)	  	223171	  	 	07/29/2002	  
	 Allied Van Lines, Inc.
	  	Monaco	  	ALLIED (Class 39)	  	R9314724	  	 	02/19/1969	  
	 Allied Van Lines, Inc.
	  	Morocco	  	1 ALLIED & Design (Class 39)	  	43149	  	 	06/27/1989	  
	 Allied Van Lines, Inc.
	  	Morocco	  	ALLIED (Stylized) (Class 39)	  	43148	  	 	06/27/1989	  
	 Allied Van Lines, Inc.
	  	Morocco	  	ALLIED WORLDWIDE – (Cl 39)	  	17128	  	 	03/01/2000	  
	 Allied Van Lines, Inc.
	  	Myanmar	  	ALLIED (Class 39)	  	3765/2006	  	 	06/12/2006	  
	 Allied Van Lines, Inc.
	  	New Zealand	  	1 ALLIED & Design (Class 39)	  	195621	  	 	08/22/1989	  
	 Allied Van Lines, Inc.
	  	New Zealand	  	ALLIED (Class 39)	  	195620	  	 	08/22/1989	  
	 Allied Van Lines, Inc.
	  	New Zealand	  	SIRVA (Class 36)	  	652415	  	 	01/07/2003	  
	 Allied Van Lines, Inc.
	  	New Zealand	  	SIRVA (Class 39)	  	652416	  	 	01/07/2003	  
	 Allied Van Lines, Inc.
	  	New Zealand	  	ALLIED (Stylized) (Class 39)	  	197779	  	 	11/23/1989	  
	 Allied Van Lines, Inc.
	  	Nigeria	  	1 ALLIED & Design (Class16)	  	66262	  	 	10/05/2005	  


  
 Sch 4-11 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Nigeria	  	ALLIED (Class 16)	  	51343	  	 	10/17/1994	  
	 Allied Van Lines, Inc.
	  	Norway	  	1 ALLIED & Design (Class 39)	  	144113	  	 	02/14/1991	  
	 Allied Van Lines, Inc.
	  	Norway	  	ALLIED (Class 39	  	79030	  	 	04/16/1970	  
	 Allied Van Lines, Inc.
	  	Norway	  	ALLIED VAN LINES (Class 39)	  	77050	  	 	07/31/1969	  
	 Allied Van Lines, Inc.
	  	Norway	  	SIRVA (Class 36 & 39)	  	221614	  	 	10/30/2003	  
	 Allied Van Lines, Inc.
	  	Norway	  	Slanted Highway (Class 39)	  	132946	  	 	08/04/1988	  
	 Allied Van Lines, Inc.
	  	Norway	  	WORLD’S NO. 1 MOVER & Design (Cl 39)	  	77049	  	 	07/31/1969	  
	 Allied Van Lines, Inc.
	  	Oman	  	ALLIED (Class39)	  	34822	  	 	02/08/2006	  
	 Allied Van Lines, Inc.
	  	Pakistan	  	ALLIED (Class 12)	  	 Pending – App.

183079
	  			
	 Allied Van Lines, Inc.
	  	Pakistan	  	ALLIED (Class 16)	  	 Pending – App.

183080
	  			
	 Allied Van Lines, Inc.
	  	Panama	  	1 ALLIED & Design (Class 39)	  	056067	  	 	04/14/1992	  
	 Allied Van Lines, Inc.
	  	Panama	  	ALLIED (Stylized) (Class 39)	  	056068	  	 	04/14/1992	  
	 Allied Van Lines, Inc.
	  	Paraguay	  	ALLIED (Class 39)	  	138538	  	 	02/20/1990	  
	 Allied Van Lines, Inc.
	  	Philippines	  	1 ALLIED & Design (Class 39)	  	51405	  	 	08/21/1991	  
	 Allied Van Lines, Inc.
	  	Philippines	  	ALLIED (Class 39)	  	51395	  	 	08/21/1991	  
	 Allied Van Lines, Inc.
	  	Philippines	  	SIRVA (Class 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Poland	  	ALLIED (Class 39)	  	70575	  	 	04/26/1993	  
	 Allied Van Lines, Inc.
	  	Poland	  	ALLIED WORLDWIDE – (Cl 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Poland	  	SIRVA (Class 35, 36 & 39)	  	189802	  	 	08/21/2007	  
	 Allied Van Lines, Inc.
	  	Portugal	  	1 ALLIED & Design (Class 39)	  	258021	  	 	03/12/1993	  
	 Allied Van Lines, Inc.
	  	Portugal	  	ALLIED (Stylized) (Class 39)	  	258020	  	 	03/10/1993	  
	 Allied Van Lines, Inc.
	  	Portugal	  	SIRVA (Class 35, 36 & 39)	  	365967	  	 	07/18/2003	  
	 Allied Van Lines, Inc.
	  	Portugal	  	Slanted Highway (Class 39)	  	239021	  	 	03/25/1991	  
	 Allied Van Lines, Inc.
	  	Qatar	  	1 ALLIED & Design	  	44419	  	 	06/30/2008	  
	 Allied Van Lines, Inc.
	  	Qatar	  	ALLIED (Class 39)	  	33455	  	 	09/10/2007	  
	 Allied Van Lines, Inc.
	  	Qatar	  	THE CAREFUL MOVERS	  	44420	  	 	06/23/2008	  


  
 Sch 4-12 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Romania	  	ALLIED (Class 39)	  	17375	  	 	05/08/1991	  
	 Allied Van Lines, Inc.
	  	Russia	  	1 ALLIED & Design (Class 39)	  	89078	  	 	05/14/1990	  
	 Allied Van Lines, Inc.
	  	Russia	  	ALLIED (Class 39)	  	88091	  	 	02/26/1990	  
	 Allied Van Lines, Inc.
	  	Saudi Arabia	  	1 ALLIED & Design (Class 39)	  	219/84	  	 	06/03/1992	  
	 Allied Van Lines, Inc.
	  	Saudi Arabia	  	ALLIED (Class 39)	  	219/83	  	 	06/03/1992	  
	 Allied Van Lines, Inc.
	  	Serbia/Montenegro	  	ALLIED (Class 39)	  	37065	  	 	06/30/1992	  
	 Allied Van Lines, Inc.
	  	Singapore	  	1 ALLIED & Design (Class 39)	  	T91/01521C	  	 	03/01/1991	  
	 Allied Van Lines, Inc.
	  	Singapore	  	ALLIED (Class 39)	  	T91/01520E	  	 	03/01/1991	  
	 Allied Van Lines, Inc.
	  	Singapore	  	SIRVA (Class 35)	  	T02/01900E	  	 	02/06/2002	  
	 Allied Van Lines, Inc.
	  	Singapore	  	SIRVA (Class 36)	  	T02/01901C	  	 	02/06/2002	  
	 Allied Van Lines, Inc.
	  	Singapore	  	SIRVA (Class 39)	  	T02/01902A	  	 	02/06/2002	  
	 Allied Van Lines, Inc.
	  	Slovak Republic	  	1 ALLIED & Design (Class 39)	  	177449	  	 	02/05/1997	  
	 Allied Van Lines, Inc.
	  	Slovenia	  	ALLIED (Class 39)	  	9082240	  	 	11/14/1990	  
	 Allied Van Lines, Inc.
	  	South Korea	  	1 ALLIED & Design	  	41-0165244	  	 	04/18/2008	  
	 Allied Van Lines, Inc.
	  	South Korea	  	ALLIED (Class 108)	  	28045	  	 	07/27/1995	  
	 Allied Van Lines, Inc.
	  	South Korea	  	ALLIED (Class 109)	  	28304	  	 	08/09/1995	  
	 Allied Van Lines, Inc.
	  	Spain	  	1 ALLIED & Design (Class 39)	  	1517921	  	 	10/25/1993	  
	 Allied Van Lines, Inc.
	  	Spain	  	ALLIED (Class 06)	  	580547	  	 	06/25/1973	  
	 Allied Van Lines, Inc.
	  	Spain	  	ALLIED (Class 39)	  	1614273	  	 	06/23/1994	  
	 Allied Van Lines, Inc.
	  	Spain	  	ALLIED INTERNATIONAL S.A.	  	257924/5	  			
	 Allied Van Lines, Inc.
	  	Spain	  	ALLIED INTERNATIONAL S.A.	  	256080/1	  			
	 Allied Van Lines, Inc.
	  	Spain	  	SIRVA (Class 35)	  	2458086	  	 	05/29/2003	  
	 Allied Van Lines, Inc.
	  	Spain	  	SIRVA (Class 36)	  	2458087	  	 	05/29/2003	  
	 Allied Van Lines, Inc.
	  	Spain	  	SIRVA (Class 39)	  	2458088	  	 	11/05/2002	  
	 Allied Van Lines, Inc.
	  	Spain	  	Slanted Highway (Class 39)	  	1160698	  	 	07/02/1987	  
	 Allied Van Lines, Inc.
	  	Spain	  	THE CAREFUL MOVERS	  	2879136	  	 	10/14/2009	  
	 Allied Van Lines, Inc.
	  	Sri Lanka	  	1 ALLIED & Design (Class 39)	  	58764	  	 	08/24/1992	  
	 Allied Van Lines, Inc.
	  	Sri Lanka	  	ALLIED (Class 39)	  	58778	  	 	08/24/1992	  


  
 Sch 4-13 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Sri Lanka	  	ALLIED WORLDWIDE – (Cl 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Sudan	  	1 ALLIED & Design (Class 39)	  	22545	  	 	03/10/1992	  
	 Allied Van Lines, Inc.
	  	Sudan	  	ALLIED (Class 39)	  	22544	  	 	03/10/1992	  
	 Allied Van Lines, Inc.
	  	Sweden	  	1 ALLIED & Design (Class 39)	  	237870	  	 	07/17/1992	  
	 Allied Van Lines, Inc.
	  	Sweden	  	1 ALLIEDPICKFORDS & Design (Cl 39)	  	245697	  	 	01/15/1993	  
	 Allied Van Lines, Inc.
	  	Sweden	  	SIRVA (Class 35, 36 & 39)	  	361369	  	 	06/06/2003	  
	 Allied Van Lines, Inc.
	  	Sweden	  	Slanted Highway (Class 39)	  	208388	  	 	12/04/1987	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	1 ALLIED & Design (Class 16)	  	375013	  	 	04/05/1990	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	ALLIED (Class 39)	  	405266	  	 	11/24/1993	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	ALLIED 1 State Route Design (Cl 06, 20)	  	375028	  	 	01/27/1989	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	ALLIED VAN LINES (Class 06, 20)	  	374261	  	 	01/26/1989	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	SIRVA (Class 36, 39 & 42)	  	502746	  	 	08/30/2002	  
	 Allied Van Lines, Inc.
	  	Switzerland	  	WORLD’S NO. 1 MOVER & DESIGN (Class 06,20)	  	374416	  	 	01/26/1989	  
	 Allied Van Lines, Inc.
	  	Taiwan	  	1 ALLIED & Design (Class 39)	  	1208457	  	 	05/01/2006	  
	 Allied Van Lines, Inc.
	  	Taiwan	  	ALLIED (Class 39)	  	70902	  	 	07/16/1994	  
	 Allied Van Lines, Inc.
	  	Taiwan	  	SIRVA (Class 36)	  	182658	  	 	06/16/2003	  
	 Allied Van Lines, Inc.
	  	Taiwan	  	SIRVA (Class 39)	  	182818	  	 	06/16/2003	  
	 Allied Van Lines, Inc.
	  	Tanganyika (Republic of Tanzania)	  	ALLIED (Class 39)	  	SM.171	  	 	08/02/1995	  
	 Allied Van Lines, Inc.
	  	Tanganyika (Republic of Tanzania)	  	ALLIED WORLDWIDE – (Cl 39)	  	Pending	  			
	 Allied Van Lines, Inc.
	  	Thailand	  	1 ALLIED & Design (Class 39)	  	SM3072	  	 	06/26/1995	  
	 Allied Van Lines, Inc.
	  	Thailand	  	ALLIED (Class 39)	  	SM839	  	 	03/15/1994	  


  
 Sch 4-14 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Allied Van Lines, Inc.
	  	Thailand	  	SIRVA (Class 36)	  	Bor26720	  	 	06/17/2005	  
	 Allied Van Lines, Inc.
	  	Thailand	  	SIRVA (Class 39)	  	Bor26893	  	 	07/12/2005	  
	 Allied Van Lines, Inc.
	  	Thailand	  	THE CAREFUL MOVERS (Class 39)	  	 Pending – App.

659432
	  			
	 Allied Van Lines, Inc.
	  	Trinidad/Tobago	  	1 ALLIED & Design (Class 39)	  	18446	  	 	12/12/1989	  
	 Allied Van Lines, Inc.
	  	Trinidad/Tobago	  	ALLIED (Class 39)	  	18445	  	 	01/03/1995	  
	 Allied Van Lines, Inc.
	  	Turkey	  	1 ALLIED & Design (Class 16)	  	115621	  	 	07/31/1989	  
	 Allied Van Lines, Inc.
	  	Turkey	  	ALLIED (Class 16)	  	115615	  	 	07/31/1989	  
	 Allied Van Lines, Inc.
	  	Turkey	  	ALLIED (Class 39)	  	175941	  	 	09/20/1996	  
	 Allied Van Lines, Inc.
	  	Uganda	  	ALLIED (Class 16)	  	22365	  	 	07/26/2000	  
	 Allied Van Lines, Inc.
	  	Ukraine	  	1 ALLIED & Design (Class 39)	  	12174	  	 	06/07/1999	  
	 Allied Van Lines, Inc.
	  	Ukraine	  	ALLIED (Class 39)	  	5919	  	 	06/30/1994	  
	 Allied Van Lines, Inc.
	  	United Arab Emirates	  	1 ALLIED & Design (Class 39)	  	20376	  	 	03/22/1999	  
	 Allied Van Lines, Inc.
	  	United Arab Emirates	  	ALLIED (Class 39)	  	24162	  	 	03/26/2000	  
	 Allied Van Lines, Inc.
	  	United Arab Emirates	  	SIRVA (Class 39)	  	53528	  	 	06/01/2005	  
	 Allied Van Lines, Inc.
	  	United Arab Emirates	  	SIRVA (Class 36)	  	53176	  	 	05/24/2005	  
	 Allied Van Lines, Inc.
	  	United Kingdom	  	1 ALLIED & Design (Class 39)	  	1388715	  	 	01/22/1993	  
	 Allied Van Lines, Inc.
	  	United Kingdom	  	ALLIED (Class 39)	  	1388351	  	 	06/19/1989	  
	 Allied Van Lines, Inc.
	  	United Kingdom	  	SIRVA (Class 35, 36 & 39)	  	2292700	  	 	05/07/2004	  
	 Allied Van Lines, Inc.
	  	United Kingdom	  	Slanted Highway (Class 39)	  	1278499	  	 	08/03/1990	  
	 Allied Van Lines, Inc.
	  	Uruguay	  	1 ALLIED & Design (Class 39)	  	404883	  	 	12/12/1989	  
	 Allied Van Lines, Inc.
	  	Uruguay	  	ALLIED (Class 39)	  	404882	  	 	12/12/1989	  
	 Allied Van Lines, Inc.
	  	Venezuela	  	1 ALLIED & Design (Class 50)	  	D029.501	  	 	02/16/1994	  
	 Allied Van Lines, Inc.
	  	Venezuela	  	ALLIED (Class 39)	  	D029.500	  	 	02/16/1994	  
	 Allied Van Lines, Inc.
	  	Vietnam	  	1 ALLIED & Design	  	174961	  	 	11/07/2011	  
	 Allied Van Lines, Inc.
	  	Vietnam	  	ALLIED (Class 39)	  	9785	  	 	11/30/1993	  
	 Allied Van Lines, Inc.
	  	Zimbabwe	  	1 ALLIED & Design (Class 39)	  	1199/97	  	 	07/22/1997	  
	 Allied Van Lines, Inc.
	  	Zimbabwe	  	ALLIED (Class 39)	  	1198/97	  	 	07/22/1997	  


  
 Sch 4-15 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 Global Van Lines, Inc.
	  	Canada	  	GLOBAL	  	171,407	  	 	09/18/1970	  
	 Global Van Lines, Inc.
	  	Canada	  	GLOBAL & DESIGN	  	172,334	  	 	10/30/1970	  
	 Global Van Lines, Inc.
	  	Mexico	  	MEXICO – GLOBAL & DESIGN	  	558246	  	 	09/11/1997	  
	 North American Van Lines, Inc.
	  	Argentina	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 35)	  	1,457,019	  	 	07/30/1993	  
	 North American Van Lines, Inc.
	  	Australia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 35)	  	B377379	  	 	06/25/1982	  
	 North American Van Lines, Inc.
	  	Australia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 39)	  	B377380	  	 	06/25/1982	  
	 North American Van Lines, Inc.
	  	Benelux	  	BALLS & ARROW DESIGN (CLASS 12, 16)	  	538312	  	 	09/21/1993	  
	 North American Van Lines, Inc.
	  	Benelux	  	NORTHAMERICAN INTERNATIONAL (CLASS 6, 12, 16)	  	505496	  	 	10/01/1991	  
	 North American Van Lines, Inc.
	  	Benelux	  	NORTHAMERICAN INTERNATIONAL & DESIGN (CLASS 6, 12, 16)	  	508152	  	 	10/01/1991	  
	 North American Van Lines, Inc.
	  	Brazil	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 38)	  	811284719	  	 	11/21/1995	  
	 North American Van Lines, Inc.
	  	Canada	  	BALLS & ARROW DESIGN	  	180,168	  	 	12/24/1971	  
	 North American Van Lines, Inc.
	  	Canada	  	NORTHAMERICAN	  	184,196	  	 	07/07/1972	  
	 North American Van Lines, Inc.
	  	Canada	  	NORTHAMERICAN AND DESIGN	  	189,097	  	 	03/09/1973	  


  
 Sch 4-16 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 North American Van Lines, Inc.
	  	Canada	  	NORTHAMERICAN W/MAPLE LEAF OVER “I”	  	466,692	  	 	11/29/1996	  
	 North American Van Lines, Inc.
	  	Canada	  	YOU LOAD WE DRIVE	  	320,766	  	 	11/21/1986	  
	 North American Van Lines, Inc.
	  	Chile	  	NORTH AMERICAN VAN LINES	  	519.623	  	 	08/18/1998	  
	 North American Van Lines, Inc.
	  	Colombia	  	NORTHAMERICAN INTERNATIONAL (CLASS 39)	  	118247	  	 	08/24/1987	  
	 North American Van Lines, Inc.
	  	Colombia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 39)	  	203249	  	 	04/09/1997	  
	 North American Van Lines, Inc.
	  	Egypt	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 35)	  	59314	  	 	03/26/1988	  
	 North American Van Lines, Inc.
	  	Egypt	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 39)	  	59315	  	 	03/26/1988	  
	 North American Van Lines, Inc.
	  	France	  	NORTHAMERICAN INTERNATIONAL (CLASS 35, 39)	  	1.701.421	  	 	07/29/1981	  
	 North American Van Lines, Inc.
	  	France	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 35, 39)	  	1.701.420	  	 	07/29/1981	  
	 North American Van Lines, Inc.
	  	Germany	  	BALLS & ARROW DESIGN	  	2072044	  	 	07/20/1994	  
	 North American Van Lines, Inc.
	  	Germany	  	NORTHAMERICAN INTERNATIONAL & DESIGN (CLASS 39)	  	1044880	  	 	02/16/1983	  
	 North American Van Lines, Inc.
	  	Indonesia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 12)	  	366978	  	 	10/16/1985	  


  
 Sch 4-17 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 North American Van Lines, Inc.
	  	Indonesia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 16)	  	366981	  	 	10/16/1985	  
	 North American Van Lines, Inc.
	  	Indonesia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 20)	  	366980	  	 	10/16/1985	  
	 North American Van Lines, Inc.
	  	Indonesia	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 6)	  	366979	  	 	10/16/1985	  
	 North American Van Lines, Inc.
	  	Mexico	  	BALLS & ARROW LOGO (CLASS 39)	  	493093	  	 	05/26/1995	  
	 North American Van Lines, Inc.
	  	Mexico	  	NORTHAMERICAN (CLASS 39)	  	489075	  	 	04/25/1995	  
	 North American Van Lines, Inc.
	  	Mexico	  	NORTHAMERICAN INTERNATIONAL (CLASS 39, 41)	  	303711	  	 	12/02/1983	  
	 North American Van Lines, Inc.
	  	Mexico	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 39, 41)	  	308515	  	 	12/02/1983	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	BALLS & ARROW DESIGN (CLASS 12)	  	1545821	  	 	08/25/1993	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	BALLS & ARROW DESIGN (CLASS 16)	  	1545822	  	 	08/25/1993	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	BALLS & ARROW DESIGN (CLASS 20)	  	1545823	  	 	08/25/1993	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	BALLS & ARROW DESIGN (CLASS 6)	  	2007268	  	 	01/10/1995	  


  
 Sch 4-18 









 Schedule 4 to Guarantee and Collateral Agreement 

 


											
	 	  	 	  	 	  	APP./REG.	  	FILING/REG.	 
	 GRANTOR
	  	 COUNTRY
	  	 TRADEMARK
	  	 NUMBER
	  	DATE	 
	 North American Van Lines, Inc.
	  	United Kingdom	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 12)	  	1177364	  	 	06/24/1982	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 16)	  	1177365	  	 	06/24/1982	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 20)	  	1177366	  	 	06/24/1982	  
	 North American Van Lines, Inc.
	  	United Kingdom	  	NORTHAMERICAN INTERNATIONAL AND DESIGN (CLASS 6)	  	1177363	  	 	06/24/1982	  
	 North American Van Lines, Inc.
	  	Uruguay	  	NORTHAMERICAN INTERNATIONAL AND DESIGN	  	277.087	  	 	04/29/1985	  
	 SIRVA Relocation LLC
	  	Australia	  	RELOCATION REDEFINED	  	1020503	  	 	05/16/2005	  
	 SIRVA Relocation LLC
	  	Canada	  	RELOCATION REDEFINED	  	TMA648,616	  	 	09/21/2005	  
	 SIRVA Relocation LLC
	  	China	  	RELOCATION REDEFINED	  	4393848	  	 	08/07/2008	  
	 SIRVA Relocation LLC
	  	France	  	RELOCATION REDEFINED	  	043312800	  	 	02/18/2005	  
	 SIRVA Relocation LLC
	  	Germany	  	RELOCATION REDEFINED	  	30453212	  	 	03/07/2005	  
	 SIRVA Relocation LLC
	  	Japan	  	RELOCATION REDEFINED	  	4852595	  	 	04/01/2005	  
	 SIRVA Relocation LLC
	  	Singapore	  	RELOCATION REDEFINED	  	T04/15484H	  	 	09/15/2004	  


  
 Sch 4-19 









 Schedule 4 to Guarantee and Collateral Agreement 

 

 Trademark License Agreements 

 

			
	 Trademark License Agreement
	  	Date
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and SIRVA International Freight Forwarding (Shanghai) Co
Ltd
	  	1/1/2010
	 License Agreement between SIRVA Relocation LLC and Five Star Relocation (Japan,)
	  	1/1/2011
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and Allied Relocation Services LLC (UAE)
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and Allied Moving Services (HK) Limited (Hong
Kong)
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and Allied Moving Services (S) Pte Ltd
(Singapore)
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and Allied Moving Services (M) Sdn Bhd
(Malaysia)
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and SIRVA Canada LP
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and SIRVA Group (NZ) Ltd.
	  	1/1/2010
	 License Agreement among Allied Van Lines, Inc., North American Van Lines, Inc. and SIRVA Pty Ltd. (Australia)
	  	1/1/2010

 North American Van Lines, Inc. (“NAVL”) has licensed to members of its network of local moving and
storage companies (“Local Agents”) the right to use one or more of NAVL’s trademarks in their business. A number of Local Agents are also authorized/licensed to use NAVL’s name or trade name as part of a business name. 

Allied Van Lines, Inc. has licensed to its Local Agents and authorized representative the right to use one more of its trademarks, software,
trade names, service marks and registered copyrights in their business. A number of Local Agents and authorized representatives are also authorized/licensed to use the Allied name or trade name as part of a business name. 

  
 Sch 4-20 









 Schedule 4 to Guarantee and Collateral Agreement 

 

 NAVL, Allied Van Lines, Inc. and SIRVA Relocation LLC have entered into a number of
“affinity contracts” pursuant to which the applicable Grantor has granted limited trademark licenses to affinity organizations and marketing partners that promote its products. Such affinity contracts include contracts with existing
clients as well as association, member-based and marketing organizations, including, but not limited to: American Legion; Disabled Veterans; National Rifle Association; Union Privilege; Next Jump; Perkspot; National Association of Retired Federal
Employees. 
 Exclusive Trademark License Agreements 
  

	 	1.	License Agreement between Allied Van Lines, Inc. and Adams Transport Co ApS—Denmark 

  

	 	2.	Franchise Agreement between SIRVA (Asia) Pte Ltd. and Ahjin—Korea 

  

	 	3.	License Agreement between Allied Van Lines, Inc. and TEAM Relocations S.A.—Luxembourg 

  

	 	4.	License Agreement between Allied Van Lines, Inc. and TEAM Relocations Eastern Europe B.V.—Russia 

  

	 	5.	License Agreement between Allied Van Lines, Inc. and TEAM Relocations sro—Czech Republic 

  

	 	6.	Franchise Agreement between SIRVA (Asia) Pte Ltd. and Altus Logistics (Vietnam) Ltd 

  

	 	7.	Franchise Agreement between SIRVA (Asia) Pte. Ltd. and Circle Freight International (Bahrain) Co. WLL 

  

	 	8.	Franchise Agreement between SIRVA (Asia) Pte. Ltd. and Executive International Movers (EIM) Co. Ltd—Thailand 

  

	 	9.	Franchise Agreement between SIRVA (Asia) S Pte. Ltd. and Five Star International Inc.—Japan 

  

	 	10.	License Agreement between Allied Van Lines, Inc. and Majortrans Flytte Service AS,—Norway 

  

	 	11.	Franchise Agreement between Allied International N.A., Inc. and Matrix Relocations EEOD—Bulgaria 

  

	 	12.	Franchise Agreement between Allied Van Lines, Inc. and Matrix Relocations EEOD—Croatia 

  

	 	13.	Franchise Agreement between Allied International N.A., Inc. and Matrix Relocations Ltd.—Greece 

  

	 	14.	Franchise Agreement between Allied Van Lines, Inc. and Matrix Relocations EEOD—Kosovo 


  
 Sch 4-21 









 Schedule 4 to Guarantee and Collateral Agreement 

 


	 	15.	Franchise Agreement between Allied Van Lines, Inc. and Matrix Relocations EEOD—Montenegro 

  

	 	16.	Franchise Agreement between Allied Van Lines, Inc. and Matrix Relocations EEOD—Serbia 

  

	 	17.	Franchise Agreement between Allied International N.A. Inc and Pickfords Removals (South Africa) Proprietary Limited 

  

	 	18.	Franchise Agreement between Allied Pickfords Limited and PT Pacific Removindo —Indonesia 

  

	 	19.	Franchise Agreement between SIRVA (Asia) Pte Ltd and Quick Cargo; Khayat & Partners—Egypt 

  

	 	20.	Franchise Agreement between SIRVA S.R.O. and Societate Comerciale Rilvan-Serv S.R.L.—Romania 

  

	 	21.	Franchise Agreement between Allied International S.A. and Spedimpex Iberica, S.A. – Spain 

  

	 	22.	License Agreement between Allied Van Lines, Inc. and TEAM Relocations B.V. —Netherlands 

  

	 	23.	Franchise Agreement between Allied Van Lines, Inc. and TEAM Relocations GmbH—Germany 

  

	 	24.	Franchise agreement between Allied Van Lines, Inc. and TEAM Relocations N.V.—Belgium 

  

	 	25.	Representative Agreement between Allied Pickfords Ltd. and Trademark Services International S.A.—Italy 

  

	 	26.	License Agreement between Allied Van Lines, Inc. and Transeuro Desbordes Worldwide Relocation SAS—France 

  

	 	27.	Franchise Agreement between SIRVA (Asia) Pte Ltd. and Transworld International Van Lines Ltd—Taiwan 

  

	 	28.	License Agreement between SIRVA (Asia) Pte Ltd. and Global Freight Systems Company —Kuwait 

  

	 	29.	License Agreement between Allied Van Lines, Inc. and TEAM Relocation Solutions SA (formerly known as SIRVA S.A.—Switzerland 

  

	 	30.	License Agreement between Allied Van Lines, Inc. and TEAM Relocations AB (formerly known as Kungsholms Express & Spedition AB)—Sweden 


 

	 	31.	License Agreement between Allied Van Lines, Inc. and Moving Services Group K Limited—UK 


  
 Sch 4-22 









 Schedule 4 to Guarantee and Collateral Agreement 

 

 PATENTS AND PATENT LICENSES 

US Patents and Patent Applications 
  

															
	 Grantor
	  	 Title
	  	Issue Date	 	  	Patent Number	 	  	Application
Number	 
	 North American Van Lines, Inc.
	  	Knock-down Shipping & Storage Container (PROPAC)	  	 	8/14/1990	  	  	 	4,948,005	  	  	 	07/307,627	  
	 North American Van Lines, Inc.
	  	Knock-down Shipping & Storage Container (PROPAC)	  	 	12/31/1991	  	  	 	5,076,454	  	  	 	07/475,788	  

 COPYRIGHTS AND COPYRIGHT LICENSES 

US Copyright Registrations 
  

							
	 Grantor
	  	 Title
	  	Registration No.	  	Registration Date
	 Allied International N. A., Inc.
	  	Allied International insurance system user guide	  	TXu 714-999	  	10/23/1995
	 Allied International N. A., Inc.
	  	Allied International Marine Insurance Application (computer program)	  	TXu 715-000	  	10/23/1995
	 Allied International N. A., Inc.
	  	Allied International Marine Insurance Application: Marine Insurance Application turnover documents	  	TXu 715-001	  	10/23/1995
	 Allied Van Lines, Inc.
	  	Allied Van Lines agents index to AVL policies and procedures	  	TX 32-288	  	5/4/1978
	 Allied Van Lines, Inc.
	  	Allied Van Lines move to freedom 1984-1986	  	PAu 747-317	  	1/31/1985
	 Allied Van Lines, Inc.
	  	How to book and service air freight	  	TX 104-453	  	4/10/1978
	 Allied Van Lines, Inc.
	  	Introduction to air freight	  	TX 47-582	  	4/6/1978


  
 Sch 4-23 









 Schedule 4 to Guarantee and Collateral Agreement 

 


							
	 Grantor
	  	 Title
	  	Registration No.	  	Registration Date
	 Allied Van Lines, Inc.
	  	Move with confidence: Your Guide to Moving to Canada	  	TX 5-079-453	  	10/20/1999
	 Allied Van Lines, Inc.
	  	Moving forward	  	TXu 1-066-642	  	2/27/2003
	 Allied Van Lines, Inc.
	  	Quality of service audit customer survey/Allied’s Customer Satisfaction Index	  	TX 5-085-209	  	10/27/1999
	 North American Van Lines, Inc.
	  	“A Guide to Cargo Claims Adjustment”	  	A199268	  	1970
	 North American Van Lines, Inc.
	  	“Glossary of Moving Terms”	  	A945990	  	10/2/1967
	 North American Van Lines, Inc.
	  	“How North American Van Lines Solves Exhibit Display Problems”	  	Kk-127682	  	5/1957
	 North American Van Lines, Inc.
	  	“I Went to Fort Wayne, Indiana to Cover the Thrilling Story of “People On The Go”	  	Kk-132402	  	1957
	 North American Van Lines, Inc.
	  	“Man on the Go”. tells the best route to a new home”	  	Kk-134277	  	4/1958
	 North American Van Lines, Inc.
	  	“MOVING THE HUMAN ELEMENT”	  	TX 2-868-225	  	7/2/1990
	 North American Van Lines, Inc.
	  	“Moving?”	  	Kk-134978	  	6/1958
	 North American Van Lines, Inc.
	  	“North American Van Lines Carton Content/North American Van Lines P.O.B. Cartons”	  	A556204	  	3/29/1974
	 North American Van Lines, Inc.
	  	“North American Van Lines Meets The Challenge Of 30,000,000 People on the Move”	  	Kk-123817	  	2/1957


  
 Sch 4-24 









 Schedule 4 to Guarantee and Collateral Agreement 

 

  

							
	 Grantor
	  	 Title
	  	Registration No.	  	Registration Date
	 North American Van Lines, Inc.
	  	“The Show Goes On” with exhibits shipped like North American “Wife-Approved” Moves	  	Kk-120280	  	9/8/1956
	 North American Van Lines, Inc.
	  	Direct-wire Dispatching assures on- time service in North American “Wife-Approved” Moves	  	Kk-119136	  	8/18/1956
	 North American Van Lines, Inc.
	  	Exhibit displays handled as safely as North American “Wife- Approved” Moves	  	Kk-120281	  	9/1/1956
	 North American Van Lines, Inc.
	  	High-Value Products gentled just like North American “Wife- Approved Moves”	  	Kk-119137	  	7/28/1956
	 North American Van Lines, Inc.
	  	High-Value Products gentled just like North American “Wife- Approved” Moves	  	Kk-122305	  	9/17/1956
	 North American Van Lines, Inc.
	  	Keep precious possessions safe with a “Wife-Approved” Household Move	  	Kk-120283	  	10/13/1956
	 North American Van Lines, Inc.
	  	Moving? Guard fine furnishings with a “Wife-Approved” Household Move	  	Kk-122306	  	11/1956
	 North American Van Lines, Inc.
	  	New Furnishings get the same gentle handling as North American “Wife-Approved” Moves	  	Kk-120282	  	8/1956
	 North American Van Lines, Inc.
	  	North American Agents are famous for “Wife-Approved” Moving Service	  	Kk-119135	  	8/1956
	 North American Van Lines, Inc.
	  	Pillow-Safe Packing protects every article in North American “Wife-Approved” Moves	  	Kk-120286	  	9/22/1956


  
 Sch 4-25 









 Schedule 4 to Guarantee and Collateral Agreement 

 

  

							
	 Grantor
	  	 Title
	  	Registration No.	  	Registration Date
	 North American Van Lines, Inc.
	  	When you move—get the protection of a “Wife-Approved” Household Move	  	Kk-120277	  	9/15/1956
	 North American Van Lines, Inc.
	  	Your North American Agent gives you “Wife-Approved” Moving Service	  	Kk-120279	  	10/1956
	 SIRVA Relocation LLC
	  	Cybertunities	  	TX 4-723-524	  	1/20/1998
	 SIRVA Relocation LLC
	  	Guide for Relocating Families	  	TX 2-972-967	  	12/6/1990
	 SIRVA Relocation LLC
	  	Homefinding Correspondence Course	  	TX 2-968-328	  	12/6/1990
	 SIRVA Relocation LLC
	  	Homepool Agent Training Course – Homefinding	  	TX 2-970-065	  	12/5/1990
	 SIRVA Relocation LLC
	  	Homepool Agent Training Course — Valuation	  	TX 3-027-897	  	2/19/1991
	 SIRVA Relocation LLC
	  	Homepool Training Agent	  	TX 2-973-134	  	12/5/1990
	 SIRVA Relocation LLC
	  	Listing Correspondence Course	  	TX 2-968-321	  	12/6/1990
	 SIRVA Relocation LLC
	  	Making Your Next Home A Smart Buy	  	TX 3-061-317	  	2/19/1991
	 SIRVA Relocation LLC
	  	The Art of Relocation Pricing	  	TX 2-993-218	  	12/31/1990
	 SIRVA Relocation LLC
	  	The Relocation Industry and Benefits	  	TX 2-972-312	  	12/5/1990
	 SIRVA Relocation LLC
	  	The Relocation Industry and Benefits	  	TX 2-968-325	  	12/6/1990
	 SIRVA Relocation LLC
	  	The Secret of Selling and Buying Your Home	  	TX 3-061-327	  	2/19/1991


  
 Sch 4-26 









 Schedule 4 to Guarantee and Collateral Agreement 

 


							
	 Grantor
	  	 Title
	  	Registration No.	  	Registration Date
	 SIRVA Relocation LLC
	  	What If Your Home Does Not Sell	  	TX 3-065-934	  	12/27/1990
	 SIRVA Relocation LLC
	  	What To Do If Your Home Does Not Sell	  	TX 2-968-326	  	12/6/1990
	 SIRVA Relocation LLC
	  	When Its Time To Really Sell Your Home	  	TX 3-061-319	  	2/19/1991
	 SIRVA Relocation LLC
	  	Wisebuys How to Negotiate for Your Next Home	  	TX 2-968-327	  	12/6/1990
	 SIRVA Relocation LLC
	  	Wisebuys Negotiating Kit	  	TX 2-994-212	  	12/27/1990
	 SIRVA Relocation LLC
	  	Your Relocation	  	TX 3-061-322	  	1/2/1991
	 SIRVA Relocation LLC
	  	Your Relocation — Guaranteed Sales Price Counseling	  	TX 3-003-509	  	12/31/1990
	 SIRVA Relocation LLC
	  	Your Relocation — Profit Plus Counseling	  	TX 3-061-321	  	1/2/1991
	 SIRVA Relocation LLC
	  	How to choose a real-estate broker	  	TX 0001767776	  	1986
	 SIRVA Relocation LLC
	  	How to market your home	  	TX 0001789063	  	1986
	 SIRVA Relocation LLC
	  	Managing your realtor	  	TX 0001767789	  	1986
	 SIRVA Relocation LLC
	  	Relocation appraisals	  	TX 0001860921	  	1986
	 SIRVA Relocation LLC
	  	Your relocation program	  	TX 0001860920	  	1986


  
 Sch 4-27 









 Schedule 5 to Guarantee and Collateral Agreement 

 

 EXISTING PRIOR LIENS 

North American Van Lines, Inc. 
  

											
	 JURISDICTION
	  	 FILING

TYPE/
 SEARCHED

THRU
	  	 FILE

NUMBER/
 FILE
DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	20091716403 06/01/2009	  	 NORTH AMERICAN VAN LINES, INC.
  

5001 U.S. HIGHWAY 30, WEST FORT WAYNE, IN 46818
	  	 HEWLETT- PACKARD FINANCIAL SERVICES COMPANY
  

420 MOUNTAIN AVE MURRAY HILL, NJ 07974
	  	Lease of specific equipment.
						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	20091975082 06/22/2009	  	 NORTH AMERICAN VAN LINES, INC.
  

5001 U.S. HIGHWAY 30, WEST FORT WAYNE, IN 46818
	  	 INDIANA ECONOMIC DEVELOPMENT CORPORATION
  

ONE NORTH CAPITOL AVENUE SUITE 700 INDIANAPOLIS, IN 46204
	  	Fixture filing.


  
 Sch 5-1 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING

TYPE/
 SEARCHED

THRU
	  	 FILE

NUMBER/
 FILE
DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

	 Secretary of State, Delaware
	  	 UCC

02/13/2013
	  	20102402752 07/09/2010	  	 NORTH AMERICAN VAN LINES, INC.
  

5001 U.S. HIGHWAY 30, WEST FORT WAYNE, IN 46818
	  	 DATA SALES CO., INC.
  

3450 W BURNSVILLE PARKWAY BURNSVILLE, MN 55337
	  	Lease of specific equipment.
						
	 Recorder, Allen County, Indiana
	  	 FIXT

02/22/2013
	  	U20090189 06/23/2009	  	 North American Van Lines, Inc.
  

5001 U.S. Highway 30 West Fort Wayne, IN 46818
  
	  	 Indiana Economic Development Corporation
  

One North Capitol Avenue, Suite 700 Indianapolis, IN 46204
	  	All real estate, together with all improvements on, rights privileges, interest, easements, herditaments, appurtenances, fixtures.
						
	 Clerk of the Circuit Court, Allen County, Indiana
	  	 JL

02/22/2013
	  	BK2003 PG994 06/02/2003	  	Defendant: North American Vanlines Inc.	  	Plaintiff: State of Indiana	  	$387.24
						
	 Clerk of the Circuit Court, Allen County, Indiana
	  	 JL

02/22/2013
	  	 LIT: 02C0101402- MF-000210 filed 02/16/2004

 
 JL: BK20 PG130 04/14/2004
	  	 Defendant: Williams Heidi M
  

North American Van Lines
  

Kiddie Prep School
  

Lot 209 & E 20 FT Lot 201
	  	 Plaintiff:
  

Mortgage Electronic
	  	$62,066.39


  
 Sch 5-2 









 Schedule 5 to Guarantee and Collateral Agreement 

 

 SIRVA Relocation LLC 

 

											
	 JURISDICTION
	  	 FILING

TYPE/
 SEARCHED

THRU
	  	 FILE

NUMBER/
 FILE
DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 51089854

04/08/2005
	  	 SIRVA
 RELOCATION

LLC
  

505 NORTH HWY.
 SUITE 335

MINNEAPOLIS,
 MN 55411
	  	 RELATIONAL, LLC
  

3701 ALGONQUIN
 ROAD

ROLLING
 MEADOWS, IL

60008
	  	Lease of specific equipment.
						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 41829318

06/30/2004
	  	 SIRVA Relocation
 LLC

 
 700 Oakmont Lane

Westmont, IL
 60559
	  	 LaSalle Bank National
 Association, as Agent

for the Purchasers
  

135 S. LaSalle Street
 Chicago, IL 60674

 
 Assignor:

SIRVA Relocation
 Credit, LLC

700 Oakmont Lane Westmont, IL 60559
	  	 All Debtor’s right, title and interest to

Receivables and Collections.

						
	 Secretary of
 State, Delaware
	  	 AMEND

02/13/2013
	  	 43645464

12/27/2004
	  		  		  	 Restatement of collateral.

All Debtor’s right, title and interest to

Receivables and Collections.

						
	 Secretary of
 State, Delaware
	  	 AMEND

02/13/2013
	  	 50998436

04/01/2005
	  		  		  	 Restatement of collateral.

All Debtor’s right, title and interest to

Receivables and Collections.



  
 Sch 5-3 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING
TYPE/
SEARCHED
THRU
	  	 FILE
NUMBER/
FILE DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	 Secretary of
 State, Delaware
	  	 AMEND

02/13/2013
	  	 20073718805

10/02/2007
	  		  		  	 Restatement of collateral.
 All Debtor’s
right, title and interest to
 Receivables and Collections.

						
	 Secretary of
 State, Delaware
	  	 ASSGN

02/13/2013
	  	 20083332507

10/01/2008
	  		  	 SIRVA Relocation
 Credit, LLC

 
 700 Oakmont Lake

Westmont, IL 60559
	  	 Secured Party assignment to:
 SIRVA Relocation
Credit, LLC
 700 Oakmont Lake
 Westmont, IL 60559

						
	 Secretary of
 State, Delaware
	  	 ASSGN

02/13/2013
	  	 20083334453

10/01/2008
	  		  	 Wells Fargo Bank,
 National Association,

acting through its
 Wells Fargo Business

Credit Division, as
 Agent

 
 230 W. Monroe

Street, Suite 2405
 Chicago, IL 60606
	  	 Secured Party assignment to:

Wells Fargo Bank, National Association, acting

through its Wells Fargo Business Credit
 Division, as Agent

230 W. Monroe Street, Suite 2405
 Chicago, IL 60606

						
	 Secretary of
 State, Delaware
	  	 AMEND

02/13/2013
	  	 20083334503

10/01/2008
	  		  		  	 Restatement of collateral.

All Debtor’s right, title and interest to Employee

Receivables and/or Employer Receivables under

an Included Relocation Services Agreement and

Collections thereto.

						
	 Secretary of
 State, Delaware
	  	 CONT

02/13/2013
	  	 20091372710

04/30/2009
	  		  		  	Continuation.


  
 Sch 5-4 









 Schedule 5 to Guarantee and Collateral Agreement 

 

 SIRVA Worldwide, Inc. 

 

											
	 JURISDICTION
	  	 FILING

TYPE/
 SEARCHED

THRU
	  	 FILE

NUMBER/
 FILE
DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 20081400702

04/16/2008
	  	 SIRVA Worldwide,
 Inc.

 
 700 Oakmont Lane

Westmont, IL 60559
	  	 Harbor Capital, LLC
  

1364 Estate Lane
 East

Lake Forest, IL 60045
  

Assignor:
 Sysix Financial,

L.L.C.
  

3025 Highland
 Parkway Suite 825

Downers Grove, IL
 60515
	  	Lease of specific equipment.
						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 20082032967

06/11/2008
	  	 SIRVA Worldwide,
 Inc.

 
 700 Oakmont Lane

Westmont, IL 60559
	  	 Sysix Financial,
 L.L.C.

 
 3025 Highland

Parkway Suite 825
 Downers Grove, IL

60515
	  	Lease of specific equipment.
						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 20082171211

06/19/2008
	  	 SIRVA Worldwide,
 Inc.

 
 700 Oakmont Lane

Westmont, IL 60559
	  	 Sysix Financial,
 L.L.C.

 
 3025 Highland

Parkway Suite 825
 Downers Grove, IL

60515
	  	Lease of specific equipment.


  
 Sch 5-5 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING
TYPE/
SEARCHED
THRU
	  	 FILE NUMBER/
FILE DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	 Secretary of
 State, Delaware
	  	 ASSGN

02/13/2013
	  	 20090260478

01/14/2009
	  		  	 Harbor Capital LLC
  

1364 Estate Lane
 East

Lake Forest, IL
 60045
	  	 Secured Party assignment to:
 Harbor Capital
LLC
 1364 Estate Lane
 East Lake Forest, IL 60045

						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 20090863529

03/12/2009
	  	 SIRVA Worldwide,
 Inc.

 
 700 Oakmont Lane

Westmont, IL 60559
	  	 Sysix Financial,
 L.L.C.

 
 3025 Highland

Parkway Suite 825
 Downers Grove, IL

60515
	  	Lease of specific equipment.
						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 200908631719

03/12/2009
	  	 SIRVA Worldwide,
 Inc.

 
 700 Oakmont Lane

Westmont, IL 60559
	  	 Sysix Financial,
 L.L.C.

 
 3025 Highland

Parkway Suite 825
 Downers Grove, IL

60515
	  	Lease of specific equipment.
						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 20100500771

02/16/2010
	  	 SIRVA
 WORLDWIDE, INC

 
 700 OAKMONT

LANE
 WESTMONT, IL

60559
	  	 SOMERSET
 LEASING CORP.

XVIII
  

612 WHEELERS FARMS ROAD MILFORD, CT 06461
	  	Lease of specific equipment.


  
 Sch 5-6 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING
TYPE/
SEARCHED
THRU
	  	 FILE
NUMBER/
FILE DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 20112452723

06/27/2011
	  	 SIRVA
 WORLDWIDE, INC.

 
 700 OAKMONT

LANE
 WESTMONT, IL

60559
	  	 MACQUARIE
 EQUIPMENT

FINANCE, LLC
  

2285 FRANKLIN
 ROAD SUITE 100

BLOOMFIELD
 HILLS, MI 48302
	  	Lease of specific equipment.
						
	Secretary of State, Delaware	  	 ASSGN

02/13/2013
	  	 20113698936

09/27/2011
	  		  	 CCA FINANCIAL, LLC
  

7275 GLEN
 FOREST DRIVE

SUITE 100
 RICHMOND, VA

23226
	  	 Secured Party assignment to:
 CCA FINANCIAL,
LLC
 7275 GLEN FOREST DRIVE SUITE 100 RICHMOND, VA 23226

						
	Secretary of State, Delaware	  	 AMEND

02/13/2013
	  	 20114032986

10/19/2011
	  		  		  	 Addition of collateral.
  

Specific equipment.

						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 20112494055

06/29/2011
	  	 SIRVA
 WORLDWIDE, INC.

 
 700 OAKMONT

LANE
 WESTMONT, IL

60559
	  	 MACQUARIE
 EQUIPMENT

FINANCE, LLC
  

2285 FRANKLIN
 ROAD SUITE 100

BLOOMFIELD
 HILLS, MI 48302
	  	Lease of specific equipment.


  
 Sch 5-7 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING
TYPE/
SEARCHED
THRU
	  	 FILE
NUMBER/
FILE DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	Secretary of State, Delaware	  	 UCC

02/13/2013
	  	 20113732750

09/29/2011
	  	 SIRVA
 WORLDWIDE, INC.

 
 700 OAKMONT

LANE
 WESTMONT, IL

60559
	  	 CCA FINANCIAL,
 LLC

 
 7275 GLEN

FOREST DRIVE
 SUITE 100

RICHMOND, VA
 23226
	  	Lease of specific equipment.
						
	Secretary of State, Delaware	  	 ASSGN

02/13/2013
	  	 20113868794

10/07/2011
	  		  	 FIRST TENNESSEE
 BANK OF

NATIONAL
 ASSOCIATION

 
 7301 FOREST AVE.

SUITE 102
 RICHMOND, VA

23226
	  	Assignment of equipment and software subject to Schedule No. 1 of Master Lease Agreement dated 5/25/11.
						
	Secretary of State, Delaware	  	 ASSGN

02/13/2013
	  	 20120362923

01/30/2012
	  		  	 WELLS FARGO
 BANK

 
 1021 E. CARY ST.,

7TH FL TWO
 JAMES CENTER

RICHMOND, VA
 23219
	  	Assignment of equipment and software subject to Schedule No. 2 of Master Lease Agreement dated 5/25/11.


  
 Sch 5-8 









 Schedule 5 to Guarantee and Collateral Agreement 

 


											
	 JURISDICTION
	  	 FILING
TYPE/
SEARCHED
THRU
	  	 FILE
NUMBER/
FILE DATE
	  	 DEBTOR
	  	 SECURED PARTY
	  	 COLLATERAL DESCRIPTION

						
	 Secretary of
 State, Delaware
	  	 UCC

02/13/2013
	  	 20114032796

10/19/2011
	  	 SIRVA
 WORLDWIDE, INC.

 
 700 OAKMONT

LANE
 WESTMONT, IL

60559
	  	 MACQUARIE
 EQUIPMENT

FINANCE, LLC
  

2285 FRANKLIN
 ROAD SUITE 100

BLOOMFIELD
 HILLS, MI 48302
	  	Lease of specific equipment.
						
	 Secretary of
 State, Delaware
	  	 ASSGN

02/13/2013
	  	 20114856319

12/19/2011
	  		  	 CCA FINANCIAL,
 LLC

 
 7275 GLEN

FOREST DRIVE
 SUITE 100

RICHMOND, VA
 23226
	  	Secured Party assigns equipment under Schedule No. 2 to the Assignee.


  
 Sch 5-9 









 Schedule 6 to Guarantee and Collateral Agreement 

 

 RECEIVABLES 
  


			
	 GRANTOR
	  	 ADDRESS

		  	5001 US Highway 30 West
		  	Fort Wayne, IN 46818
		
	SIRVA Worldwide, Inc. and all	  	700 Oakmont Lane
	subsidiaries	  	Westmont, IL 60559
		
		  	6200 Oak Tree Boulevard, Suite 300
		  	Independence, OH 44131
		
		  	457 Crossen Avenue,
		  	Elk Grove Village, IL 60007
		
		  	110 Limestone Plaza,
		  	Fayetteville, New York 13066


  
 Sch 6-1 









 Schedule 7 to Guarantee and Collateral Agreement 

 

 CONTRACTS 

None. 

  
 Sch 7-1 









 Schedule 8 to Guarantee and Collateral Agreement 

 

 COMMERCIAL TORT CLAIMS 

None. 

  
 Sch 8-1 









 Schedule 9 to Guarantee and Collateral Agreement 

 

 CONTROLLED ACCOUNT BANKS 

Bank of America 
 Citibank 

JPMorgan Chase 
 Wells Fargo Bank, N.A. 

  
 Sch 9-1 








 ACKNOWLEDGMENT AND CONSENT1 

The undersigned hereby acknowledges receipt of a copy of the Guarantee and Collateral Agreement dated as of March 27, 2013 (the
“Agreement”), made by the Granting Parties (as defined therein) named therein for the benefit of Goldman Sachs Bank USA, as Collateral Agent. The undersigned agrees in favor of the Collateral Agent for its benefit and the ratable
benefit of the other Secured Parties (as defined therein) as follows: 
 1. The undersigned will be bound by the terms of the Agreement and
will comply with such terms from and after the date hereof insofar as such terms are applicable to the undersigned. 
 2. The undersigned
will notify the Collateral Agent promptly in writing of the occurrence of any of the events described in Section 5.3.1 of the Agreement. 

3. The terms of Sections 6.3(c) and 6.7 of the Agreement shall apply to it, mutatis mutandis, with respect to all actions that may be required
of it pursuant to Section 6.3(c) and 6.7 of the Agreement. 
  

			
	[NAME OF ISSUER]
		
	By	 	 
		
	Title	 	 
	
	Address for Notices:
	
	 
	
	 
		
	Fax:	 	 


  

	1	This consent is necessary only with respect to any Issuer of Pledged Stock which is not also a Grantor. 








 Annex 1 to 

Guarantee and Collateral Agreement 

ASSUMPTION AGREEMENT, dated as of
                    , 20[    ], made by
                                        , a
                    corporation (the “Additional Granting Party”), in favor of GOLDMAN SACHS BANK USA, as collateral agent (in such
capacity, the “Collateral Agent”) for the banks and other financial institutions (the “Lenders”) from time to time parties to the Credit Agreement referred to below and the other Secured Parties (as defined below).
All capitalized terms not defined herein shall have the meaning ascribed to them in the Guarantee and Collateral Agreement referred to below, or if not defined therein, in the Credit Agreement. 

W I T N E S S E T H : 

WHEREAS, SIRVA Worldwide, Inc., a Delaware corporation (the “Borrower”), SIRVA, Inc., a Delaware corporation
(“Holdings”), the Lenders, the Collateral Agent and Goldman Sachs Bank USA, as administrative agent, are parties to a Credit Agreement, dated as of March 27, 2013 (as amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”); 
 WHEREAS, in connection with the Credit Agreement, the Borrower, Holdings and the
other Granting Parties named therein are parties to the Guarantee and Collateral Agreement, dated as of March 27, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guarantee and Collateral
Agreement”), in favor of the Collateral Agent, for its benefit and the ratable benefit of the other Secured Parties (as defined in the Guarantee and Collateral Agreement); 

WHEREAS, the Additional Granting Party is a member of an Affiliated group of companies that includes the Borrower and the other Granting
Parties party to the Guarantee and Collateral Agreement; the proceeds of the extensions of credit to the Borrower under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers to one or more of the other Granting
Parties (including the Additional Granting Party) in connection with the operation of their respective businesses; and the Borrower and the Granting Parties (including the Additional Granting Party) are engaged in related businesses, and each such
Granting Party (including the Additional Granting Party) will derive substantial direct and indirect benefit from the making of the extensions of credit under the Credit Agreement; 

WHEREAS, the Credit Agreement requires the Additional Granting Party to become a party to the Guarantee and Collateral Agreement; and 

WHEREAS, the Additional Granting Party has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee
and Collateral Agreement; 







 NOW, THEREFORE, IT IS AGREED: 

1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Granting Party, as provided
in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Granting Party thereunder with the same force and effect as if originally named therein as a Guarantor [, Grantor
and Granting Party] [and Grantor] [and Granting Party]2 and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Guarantor
[, Grantor and Granting Party] [and Grantor] [and Granting Party]3 thereunder. Without limiting the generality of the foregoing, the Additional Granting Party hereby grants and
pledges to the Collateral Agent, as collateral security for the full payment (whether at stated maturity, by acceleration or otherwise) of the Obligations, a Lien on and security interest in, all of its right, title and interest in, to and under the
Collateral and expressly assumes all obligations and liabilities of a Guarantor [, Grantor and Granting Party][and Grantor][and Granting Party] thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in
Schedules             to the Guarantee and Collateral Agreement, and such Schedules are hereby amended and modified to include such information. The Additional Granting Party hereby
represents and warrants that each of the representations and warranties of such Additional Granting Party, in its capacities as a Guarantor [, Grantor and Granting Party] [and Grantor] [and Granting Party],4 contained in Section 4 of the Guarantee and Collateral Agreement is true and correct in all material respects on and as the date hereof (after giving effect to this Assumption Agreement)
as if made on and as of such date. The Additional Grantor Party also hereby provides the authorizations set forth in Section 7.3 of the Guarantee and Collateral Agreement with respect to the filings described therein (including, without
limitation, authorization for the Collateral Agent to file Uniform Commercial Code financing statements describing the Collateral as “all personal property” or “all assets,” in each case “now owned or hereafter acquired by
the Grantor or in which the Grantor otherwise has rights”). 
 2. Governing Law. THIS ASSUMPTION AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.

  

	2	Indicate the capacities in which the Additional Granting Party is becoming a Granting Party. Absent any special circumstances, the Additional Granting Party should be a Guarantor, Grantor and Granting Party.



	3	Indicate the capacities in which the Additional Granting Party is becoming a Granting Party. 


	4	Indicate the capacities in which the Additional Granting Party is becoming a Granting Party. 


  
 2 








 
			
	
	[ADDITIONAL GRANTING PARTY]
		
	By:	 	  

		 	 Name:
 Title:




  
 3 








 Annex 1-A to 

Assumption Agreement