Exhibit 10.1
 


 


THIRD AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT


DATED AS OF SEPTEMBER 28,
2007


AMONG


SIRVA RELOCATION CREDIT,
LLC,

AS THE SELLER,


SIRVA RELOCATION LLC,

AS THE INITIAL MASTER SERVICER,


EXECUTIVE RELOCATION
CORPORATION,

AS AN INITIAL SUBSERVICER,


SIRVA GLOBAL RELOCATION,
INC.,

AS AN INITIAL SUBSERVICER,


 LASALLE BANK NATIONAL ASSOCIATION,

AS THE AGENT,


GENERAL ELECTRIC CAPITAL
CORPORATION,

AS SYNDICATION AGENT,


AND


THE PURCHASERS

FROM TIME TO TIME PARTY HERETO


 



   
 















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I   PURCHASES FROM SELLER AND
  SETTLEMENTS

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1.

  	
   

  	
  Sales

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.2.

  	
   

  	
  Selection of Discount Rates and Tranche Periods

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.3.

  	
   

  	
  Fees and Other Costs and Expenses

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.4.

  	
   

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

  	
   

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.5.

  	
   

  	
  Reduction in Commitments

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.6.

  	
   

  	
  Optional Repurchases

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.7.

  	
   

  	
  Assignment of Purchase Agreement

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.8.

  	
   

  	
  Allocations and Distributions

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.9.

  	
   

  	
  Additional Included Employers and Eligible
  Relocation Services Agreements

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.10.

  	
   

  	
  Increases in Aggregate Class A Commitment and Class
  A Purchase Limit

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.11.

  	
   

  	
  Increases in Aggregate Class B Commitment and Class
  B Purchase Limit

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.12.

  	
   

  	
  Additional SIRVA Entity

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II  CUSTODY OF SPECIFIED DOCUMENTS

  	
   

  	
  13

  
	
   

  	
   

  	
   

  
	
  Section 2.1.

  	
   

  	
  Specified Documents

  	
   

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.2.

  	
   

  	
  Servicing Releases

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.3.

  	
   

  	
  Cooperation

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III  ADMINISTRATION AND
  COLLECTIONS

  	
   

  	
  15

  
	
   

  	
   

  	
   

  
	
  Section 3.1.

  	
   

  	
  Appointment of Servicer

  	
   

  	
  15

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.2.

  	
   

  	
  Duties of Servicer

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.3.

  	
   

  	
  Reports

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.4.

  	
   

  	
  Enforcement Rights

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.5.

  	
   

  	
  Servicer Fee

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.6.

  	
   

  	
  Responsibilities of the Seller

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.7.

  	
   

  	
  Actions by Seller

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.8.

  	
   

  	
  Indemnities by Servicers

  	
   

  	
  19

  



 



 i
 









 


	
  ARTICLE IV  REPRESENTATIONS
  AND WARRANTIES

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1.

  	
   

  	
  Seller Representations and Warranties

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.2.

  	
   

  	
  Master Servicer Representations and Warranties

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.3.

  	
   

  	
  Subservicer Representations and Warranties

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 4.4.

  	
   

  	
  Specified Adjustments

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V   COVENANTS

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1.

  	
   

  	
  Covenants of the Seller

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.2.

  	
   

  	
  Covenants of the Master Servicer

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3.

  	
   

  	
  Covenants of the Subservicers

  	
   

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.4.

  	
   

  	
  [Reserved]

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.5.

  	
   

  	
  [Reserved]

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.6.

  	
   

  	
  Deeds

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 5.7.

  	
   

  	
  Delivery of Information

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI  INDEMNIFICATION

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1.

  	
   

  	
  Indemnities by the Seller

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.2.

  	
   

  	
  Increased Cost and Reduced Return

  	
   

  	
  37

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.3.

  	
   

  	
  Other Costs and Expenses

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.4.

  	
   

  	
  Withholding Taxes

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.5.

  	
   

  	
  Payments and Allocations

  	
   

  	
  38

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII  CONDITIONS PRECEDENT

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1.

  	
   

  	
  Conditions to Restatement

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.2.

  	
   

  	
  Conditions to Each Class A Purchase

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 7.3.

  	
   

  	
  Conditions to Each Class B Purchase

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII  THE AGENT

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 8.1.

  	
   

  	
  Appointment and Authorization

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.2.

  	
   

  	
  Delegation of Duties

  	
   

  	
  41

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.3.

  	
   

  	
  Exculpatory Provisions

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.4.

  	
   

  	
  Reliance by Agent

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.5.

  	
   

  	
  Assumed Payments

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.6.

  	
   

  	
  Notice of Termination Events

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.7.

  	
   

  	
  Non-Reliance on Agent and Other Purchasers

  	
   

  	
  43

  



 



 ii
 









 


	
  Section 8.8.

  	
   

  	
  Agents and Affiliates

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.9.

  	
   

  	
  Indemnification

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.10.

  	
   

  	
  Successor Agent

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 8.11.

  	
   

  	
  Subordination

  	
   

  	
  45

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLLE IX  MISCELLANEOUS

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 9.1.

  	
   

  	
  Termination

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.2.

  	
   

  	
  Notices

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.3.

  	
   

  	
  Payments and Computations

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.4.

  	
   

  	
  Sharing of Recoveries

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.5.

  	
   

  	
  Right of Setoff

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.6.

  	
   

  	
  Amendments

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.7.

  	
   

  	
  Waivers

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.8.

  	
   

  	
  Successors and Assigns; Participations; Assignments

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.9.

  	
   

  	
  Confidentiality

  	
   

  	
  49

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.10.

  	
   

  	
  Headings; Counterparts

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.11.

  	
   

  	
  Cumulative Rights and Severability

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.12.

  	
   

  	
  Governing Law; Submission to Jurisdiction

  	
   

  	
  50

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.13.

  	
   

  	
  Waiver of Trial by Jury

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.14.

  	
   

  	
  Entire Agreement; Purchase Agreement

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.15.

  	
   

  	
  USA PATRIOT Act Notice

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 9.16.

  	
   

  	
  Reservation of Rights

  	
   

  	
  51

  



 



 iii
 









 


	
  Schedules

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  Schedule I

  	
   

  	
  Definitions

  
	
  Schedule II

  	
   

  	
  Purchase Commitments

  
	
  Schedule III

  	
   

  	
  Included Employers

  
	
  Schedule IV

  	
   

  	
  DOD Specified Offices

  
	
   

  	
   

  	
   

  
	
  Exhibits

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  Exhibit A-1

  	
   

  	
  Form of Incremental Purchase Request

  
	
  Exhibit A-2

  	
   

  	
  Form of Document Schedule

  
	
  Exhibit B

  	
   

  	
  Form of Request for Document Release

  
	
  Exhibit C-1

  	
   

  	
  Form of Daily Report

  
	
  Exhibit C-2

  	
   

  	
  Form of Weekly Report

  
	
  Exhibit C-3

  	
   

  	
  Form of Monthly Report

  
	
  Exhibit D

  	
   

  	
  Addresses and Names of Seller and Originators

  
	
  Exhibit E

  	
   

  	
  Accounts

  
	
  Exhibit F

  	
   

  	
  Compliance Certificate

  
	
  Exhibit G

  	
   

  	
  Credit and Collection Policy

  
	
   

  	
   

  	
   

  
	
  Attachments

  	
   

  	
  Description

  
	
   

  	
   

  	
   

  
	
  Attachment 1

  	
   

  	
  Form of Template for Financial Reporting

  
	
  Attachment 2

  	
   

  	
  Monthly Financial Statement Certificate

  
	
  Attachment 3

  	
   

  	
  Annual Budget Certificate

  
	
  Attachment 4

  	
   

  	
  Treasury Operations Information Certificate

  



 



 iv















THIRD AMENDED AND
RESTATED RECEIVABLES SALE AGREEMENT


THIRD AMENDED AND RESTATED
RECEIVABLES SALE AGREEMENT, dated as of September 28, 2007 (this “Agreement”), among SIRVA Relocation
Credit, LLC, a Delaware limited liability company, as Seller (the “Seller”), SIRVA Relocation LLC, a
Delaware limited liability company (“SIRVA
Relo”), as the initial master servicer (the “Master Servicer”), Executive Relocation
Corporation, a Michigan corporation (“Executive
Relo”), as a Subservicer, SIRVA Global Relocation, Inc., a Delaware
corporation (“SIRVA Global”), as
a Subservicer (in such capacity together with Executive Relo and any Additional
SIRVA Entity, each a “Subservicer”),
LaSalle Bank National Association, as agent for the Purchasers (the “Agent”), LaSalle Bank National
Association, as a Purchaser, and the other Purchasers from time to time party
hereto.  Certain capitalized terms used
herein, and certain rules of construction, are defined in Schedule I.  The Purchasers’ Commitments are listed on
Schedule II.


RECITALS


A.            The
Seller, the Master Servicer, Executive Relo as Subservicer, the Purchasers,
certain other parties and the Agent are party to that certain Second Amended
and Restated Receivables Sale Agreement dated as of December 22, 2006 (as
heretofore amended or otherwise modified, the “Original
Receivables Sale Agreement”), pursuant to which the Seller has
transferred to the Agent for the benefit of the Purchasers undivided ownership
interests in the Receivables, all related Collections and all proceeds of the
foregoing.


B.            The
Seller, the Master Servicer, the Subservicers, the Agent and the Purchasers
wish to amend and restate the Original Receivables Sale Agreement in the form
of this Agreement in order to, among other things, (1) reflect the termination of
the commitments and repayment of the Investments of certain parties that are “Purchasers”
under the Original Receivables Sale Agreement (the “Departing Purchasers”), (2) reflect the addition of new
Purchaser(s), (3) modify certain definitions relating to advance rates for
purchases by the Purchasers, (4) extend the scheduled Termination Date to
September 30, 2008, and (5) reflect certain changes in the amounts of the
Commitments.


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


ARTICLE
I



PURCHASES FROM SELLER AND SETTLEMENTS


Section 1.1.           Sales.


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













pursuant to Section 1.1(c).  The ownership interest so acquired by a Class
A Purchaser in the Receivables and the related Collections and proceeds is
herein called its “Class A Purchase Interest”
and entitles such Class A Purchaser to receive payments from the Receivables
and the related Collections and proceeds in respect of Class A Investments,
Discount and other amounts payable in accordance with the terms of this
Agreement, including, without limitation, in accordance with the applicable
priorities set forth in Section 1.8.  All of the Class A Purchasers’
Class A Purchase Interests at any time are referred to herein as the “Class A Sold Interest”, which at any time
is the aggregate ownership interest then held by the Class A Purchasers in the
Receivables and the related Collections and proceeds.


The parties hereto acknowledge and agree that,
immediately prior to the effectiveness of this Agreement but after giving
effect to the repayment in full of the Investments of the Departing Purchasers,
the Class A Purchasers held Class A Purchase Interests with an Aggregate Class
A Investment of $163,000,000 under the Original Receivables Sale Agreement (the
“Original Class A Interest”).  The Original Class A Interest shall remain
outstanding as hereunder, and nothing in this Agreement shall be deemed to
release any ownership or security interest in favor of the Agent or the
Purchasers in respect thereof.  All
amounts accrued and unpaid under the Original Receivables Sale Agreement  shall continue to be outstanding and payable
under this Agreement.


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


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



 2
 









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


The parties hereto
acknowledge and agree that, immediately prior to the effectiveness of this
Agreement but after giving effect to the repayment in full of the Investments
of the Departing Purchasers, the Class B Purchasers held Class B Purchase
Interests with an Aggregate Class B Investment of $19,500,000 under the
Original Receivables Sale Agreement (the “Original
Class B Interest”).  The
Original Class B Interest shall remain outstanding as hereunder, and nothing in
this Agreement shall be deemed to release any ownership or security interest in
favor of the Agent or the Purchasers in respect thereof.  All amounts accrued and unpaid under the
Original Receivables Sale Agreement 
shall continue to be outstanding and payable under this Agreement.


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


(f)            Class
B Incremental Purchases.  In
order to request an Incremental Class B Purchase from a Class B Purchaser, the
Seller must provide to the Agent an Incremental Purchase Request, by
12:00 noon (Chicago time) on the requested date (the “Class B Purchase Date) of such Class B
Purchase, specifying the requested Class B Purchase Date (which must be a
Business Day) and the requested amount (the “Class
B Purchase Amount”) of such Class B Purchase, which must be in a
minimum amount of $100,000 and multiples thereof (or, if less, an amount equal
to the Maximum Incremental Class B Purchase Amount).  The initial Class B 



 3
 









Purchase Date shall be the Second Restatement
Date.  Each subsequent Class B Purchase
Date shall be a Weekly Settlement Date. 
All Incremental Class B Purchases must be requested ratably from all
Class B Purchasers.  The Agent shall
promptly notify the Purchasers of the contents of such request.  Subject to Section 7.3 and the other
terms and conditions hereof, each Class B Purchaser shall transfer the
applicable Class B Purchaser’s Class B Commitment Percentage of the requested
Class B Purchase Amount to the Agent by no later than 2:00 p.m. (Chicago time)
on the Class B Purchase Date.  The Agent
shall promptly transfer to the Seller Account the proceeds of any Incremental
Class B Purchase delivered to the Agent.


(g)           Security
Interest.  It is the intention
of the parties hereto that the Purchases hereunder constitute the sale,
transfer and assignment by the Seller to the Purchasers of undivided ownership
interests in the Receivables, the Collections and all proceeds of the foregoing
(and not merely an extension of credit or a pledge).  Nevertheless, the Seller acknowledges and
agrees that none of the Agent, any Purchaser or their representatives have made
any representations or warranties concerning the tax, accounting or legal
characteristics of the Transaction Documents and that the Seller has obtained
and relied upon such tax, accounting and legal advice from its own experts
concerning the Transaction Documents as it deems appropriate.  If, notwithstanding the intention of the
parties, the transactions contemplated hereby are characterized as an extension
of credit or a pledge, the Seller hereby grants to the Agent (for the benefit
of the Purchasers) a security interest in all of the Seller’s rights in the
Receivables, the Collections, and all proceeds of the foregoing to secure all
of the Seller’s obligations under the Transaction Documents.


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



 4
 









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


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


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


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


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


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


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



 5
 









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


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


(b)           Class
B General.  If on any Weekly
Settlement Date the Adjusted Class B Net Receivables Balance is less than the
sum of the Aggregate Class A Investment plus the Aggregate Class B Investment,
the Seller shall promptly (but not later than one Business Day after the Seller
becomes aware of such condition) pay to the Agent an amount equal to such
deficiency (to the extent remaining after any amount payable pursuant to
Section 1.4(a) is paid, and only after any amount payable pursuant to Section
1.4(a) has been paid) for application to reduce the Class B Investments of the
Class B Purchasers ratably in accordance with the principal amount of their
respective Class B Investments, applied first
to the outstanding Prime Tranches and second
to the outstanding Eurodollar Tranches in the order in which their
respective then current Tranche Periods are scheduled to end.


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


(d)           Adjustment
to Sold Interests.  At any
time before the Termination Date that the Seller is deemed to have received any
Collection under Section 1.4(c) (“Deemed
Collections”) that derives from a Receivable that is otherwise
reported as an Eligible Receivable, so long as no Liquidation Period then
exists the Seller may satisfy its obligation to deliver such amount to the 



 6
 









related Servicer by instead notifying the Agent that
each Sold Interest should be recalculated by decreasing the Net Receivables
Balance by the amount of such Deemed Collections, so long as such adjustment
does not cause (i) the Adjusted Class A Net Receivables Balance to be less than
the Aggregate Class A Investment or (ii) the Adjusted Class B Net Receivables
Balance to be less than the sum of the Aggregate Class A Investment plus the
Aggregate Class B Investment.


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


Section
1.5.           Reduction in Commitments.


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


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


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


Section
1.7.           Assignment of Purchase
Agreement.  The Seller
hereby assigns and otherwise transfers to the Agent (for the benefit of the
Agent, each Purchaser and any other Person to whom any amount is owed
hereunder) all of the Seller’s right, title and interest in, to and under the
Purchase Agreement.  The Seller shall
file and record all financing statements, continuation statements and other
documents required to perfect or protect such assignment.  This assignment includes (a) all monies
due and to become due to the Seller from the Originators or the Parent under or
in connection with the Purchase Agreement (including fees, expenses, costs,
indemnities and damages for the breach of any obligation or representation
related to either such agreement) and (b) all rights, remedies, powers,
privileges and claims of the Seller against the Originators or the Parent under
or in connection with the Purchase Agreement. 
All provisions of the Purchase Agreement shall inure to the benefit of,
and may be relied upon by, the Agent, each Purchaser and each such other
Person.  At any time after a Servicer
Replacement Event, the Agent shall have the sole right to enforce the Seller’s
rights and remedies under the 



 7
 









Purchase Agreement to the
same extent as the Seller could absent this assignment, but without any
obligation on the part of the Agent any Purchaser or any other such Person to
perform any of the obligations of the Seller under the Purchase Agreement (or
any of the promissory notes executed thereunder).  All amounts distributed to the Seller under
the Purchase Agreement from Receivables sold to the Seller thereunder shall
constitute Collections hereunder and shall be applied in accordance herewith.


Section 1.8.           Allocations
and Distributions.


(a)           Accounts.  The Agent will at all times
maintain the Collection Account and the Investment Account in the name of the
Agent and the Agent shall have exclusive control of, and a valid, perfected and
first priority security interest in, such accounts.  The Servicers have given, or will give,
written directions to each Included Employer and each Origination Home Closing
Agent, no later than February 15, 2005 (or, if later, the date on which
such Person becomes an Included Employer or otherwise becomes obligated to
remit any amounts in respect of the Receivables), to remit all amounts due in
respect of the Receivables to the Collection Account; provided that if the Seller or a Servicer
shall receive any Collections, it shall remit such Collections to the
Collection Account within three Business Days of such receipt.  No withdrawals, payments or transfers of
funds from the Collection Account or the Investment Account shall be made
except upon the written direction of the Agent in accordance with this
Section.  The amounts held in the
Collection Account may be transferred to the Investment Account and invested
and reinvested by the Agent solely in Permitted Investments credited to the
Investment Account selected by the Seller in a written notice to the Agent
(unless a Termination Event exists, in which case such transfer and investment
shall be at the discretion of, and in Permitted Investments selected by, the
Agent).  Yield on such investments shall
be deposited in the Investment Account and allocated in accordance with this
Section.  To the extent that the
Collection Account and the Investment Account constitute “Securities Accounts”
as defined in Section 8.501(a) of the UCC, LaSalle will act as Securities
Intermediary and will treat the Agent, for whom the Securities Intermediary
maintains the Collection Account and the Investment Account, as entitled to
exercise the rights that comprise the property, including all Security
Entitlements, Securities, Financial Assets, Investment Property and Instruments
(each as defined in the UCC).  In the
event that the Collection Account and the Investment Account are not considered
to be “Securities Accounts” under applicable law, the Collection Account and
the Investment Account shall be deemed to be “deposit accounts” (as defined in
the UCC) to the extent a security interest can be granted and perfected under
the UCC in the Collection Account and the Investment Account as deposit
accounts, which the Agent shall maintain with LaSalle acting not as a
securities intermediary but as a “bank” (as defined in the UCC).  The Agent, acting on behalf of the
Purchasers, shall be deemed to be the customer of the LaSalle for purposes of
the Collection Account and the Investment Account and as such shall be entitled
to all the rights that customers of banks have under applicable law with
respect to deposit accounts, including the right to withdraw funds from, or
close, the Collection Account and the Investment Account (which rights shall be
exercised in accordance with the terms of this Agreement). LaSalle shall credit
the Collection Account and the Investment Account with all receipts of
interest, dividends, and other income received on or in respect of the property
held in the each of the respective accounts. 
LaSalle agrees that its jurisdiction is the State of Illinois for all
purposes of the UCC.


 



 8















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


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


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


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


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


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


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


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


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



 9
 









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


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


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


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


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


(ix)           ninth,
to the Seller.


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


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


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


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


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


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


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


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


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



 10
 









(ix)           ninth,
to the Seller.


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


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


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


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


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



 11
 









forth in the definition of “Eligible Relocation
Services Agreement”, and (vii) such additional Included Employer is acceptable
to the Agent.


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


(a)           Request
for Increase.  Provided there
exists no Potential Termination Event, upon notice to the Agent (which shall
promptly notify the Purchasers), the Seller may from time to time on or prior
to June 30, 2008, request an increase in the Aggregate Class A Commitment and
the Class A Purchase Limit by an amount (for all such requests) not exceeding
$45,500,000; provided that any
such request for an increase shall be in a minimum amount of $2,000,000.


(b)           Class
A Purchasers.   To achieve the
full amount of a requested increase and subject to the approval of the Agent,
the Seller may invite existing Purchasers to increase their respective Class A
Commitments and/or additional Persons to become Class A Purchasers pursuant to
a joinder agreement in form and substance satisfactory to the Agent and its
counsel; provided that nothing
herein shall require any Class A Purchaser to increase its Class A
Commitment.  Any Class A Commitment of a
Person becoming a new Class A Purchaser under this Section 1.10 shall be in an
amount of at least $5,000,000.


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


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


Section
1.11.        Increases in Aggregate Class
B Commitment and Class B Purchase Limit.


(a)           Request
for Increase.  Provided there
exists no Potential Termination Event, upon notice to the Agent (which shall
promptly notify the Purchasers), the Seller may from time to time on or prior
to June 30, 2008, request an increase in the Aggregate Class B Commitment and
the Class B Purchase Limit by an amount (for all such requests) not exceeding
$4,500,000; provided that any
such request for an increase shall be in a minimum amount of $2,000,000.


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



 12
 









provided
that nothing herein shall require any Class B Purchaser to increase its Class B
Commitment.  Any Class B Commitment of a
Person becoming a new Class B Purchaser under this Section 1.11 shall be in an
amount of at least $2,000,000.


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


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


Section
1.12.        Additional SIRVA Entity.  At the request of the Seller from time to
time, additional Subsidiaries of Parent may become party (each an “Additional SIRVA Entity”) to the First
Tier Agreement as an Originator and to this Agreement as a Subservicer with the
consent of the Agent pursuant to documentation satisfactory in form and
substance to the Agent, including without limitation receipt by the Agent of
(i) liens search results with respect to such Additional SIRVA Entity, (ii)
releases of all Adverse Claims on Receivables of such Additional SIRVA Entity
to be sold pursuant to the First Tier Agreement, (iii) evidence of filing of a
UCC financing statement in favor of the Agent against such Additional SIRVA
Entity in the applicable filing office, (iv) opinions of counsel to the SIRVA
Entities as to the matters covered by the opinions delivered in connection with
this Agreement, (v) copy of the Subordinated Note of the Seller to such
Additional SIRVA Entity, and (vi) certificate of such Additional SIRVA Entity
as to its organizational documents, internal approval and incumbency of
officers.


ARTICLE II


CUSTODY OF
SPECIFIED DOCUMENTS


Section
2.1.           Specified Documents.  (a) 
The Specified Documents relating to the Receivables shall be held on
behalf of and in trust for the Agent and the Purchasers in the custody of a
Person (a “Custodian”) designated
to so act on behalf of the Purchasers under this Article II.  As the initial Custodians, each of SIRVA
Relo, Executive Relo and  SIRVA
Global is hereby designated as, and agrees to perform the duties and
obligations of, a Custodian for the Specified Documents relating to Receivables
originated by it.  Each initial Custodian
acknowledges that the Agent and each Purchaser have relied on the initial Custodians’
agreement to act as Custodians (and the agreement of any of the sub-custodians
to so act) in making the decision to execute and deliver this Agreement and
agrees that it will not voluntarily resign as 



 13
 









Custodian.  At
any time after the occurrence of a Servicer Replacement Event, the Agent may
designate a new Custodian to succeed any initial Custodian (or any successor
Custodian).  The Agent may at any time
after the occurrence of a Servicer Replacement Event remove or replace any
sub-custodian.  If replaced, each
Custodian agrees it will turn over possession of the Specified Documents in its
possession to the successor Custodian.


(b)           Not less than two Business Days prior
to any proposed Purchase Date (or, in the case of the initial Purchase Date, on
the initial Purchase Date), the Seller or its designee shall deliver or cause
to be delivered (i) to the related Custodian, the Specified Documents with
respect to each Receivable proposed to be added to the Net Receivables Balance
hereunder, together with the related Document Schedule, and (ii) to the Agent,
the Document Schedule (or other report specifying such information regarding
Receivables being added to the Net Receivables Balance as the Agent
requires).  Unless the Agent shall agree
otherwise in writing, delivery to the related Custodian of the Specified
Documents and the Documents Schedule shall be conditions precedent to any
Purchase on such Purchase Date.  If the
Agent so agrees, the Seller shall cause any missing Specified Documents to be
delivered to the related Custodian within the time reasonably required by the
Agent (which time shall not exceed 10 days), and failure to do so shall cause
the related Receivable to cease being an Eligible Receivable.  The Seller and the Servicer shall mark their
files relating to the Receivables to note the interest of the Agent and the
Purchasers therein.


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


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



 14
 









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


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


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


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


ARTICLE III


ADMINISTRATION AND
COLLECTIONS


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


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


(c)           If replaced, each Servicer agrees it
will terminate, and will cause each existing sub-Servicer to terminate, its
collection activities in a manner requested by the Agent to facilitate 



 15
 









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


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


(b)           If no Potential Termination Event
exists and a Servicer determines that such action is appropriate in order to
maximize the Collections, such Servicer may, in accordance with the applicable
Credit and Collection Policy, extend the maturity of any Receivable or adjust
the outstanding balance of any Receivable; provided
that (i) no such extension shall be for a period more than sixty (60) days
(or, in the case of an Equity Advance, 180 days), and (ii) such extension shall
not permit a Receivable to be an Eligible Receivable if it would otherwise
cease to be an Eligible Receivable.  Any
such extension or adjustment shall not alter the status of a Receivable as a
Defaulted Receivable or limit any rights of the Agent or the Purchasers
hereunder.  If a Potential Termination
Event exists, a Servicer may make such extensions or adjustments only with the
prior consent of the Agent.  No Servicer
shall make any modification 



 16
 









or adjustment or waive any obligation of any Obligor
with respect to any Receivable without the prior consent of the Agent.


Section
3.3.           Reports.  On each Business Day, the Master Servicer
shall deliver to the Agent a report reflecting information as of the close of
business on the next preceding Business Day (each a “Daily Report”), containing the information described on
Exhibit C-1 (with such modifications or additional information as requested by
the Agent).  On or before each Weekly
Reporting Date, the Master Servicer shall deliver to the Agent a report
reflecting information as of the close of business on the next preceding
Business Day (each a “Weekly Report”),
containing the information described on Exhibit C-2 (with such modifications or
additional information as requested by the Agent).  On or before each Monthly Reporting Date, and
at such other times (following reasonable written notice from the Agent)
covering such other periods as is requested by the Agent, the Master Servicer
shall deliver to the Agent a report reflecting information as of the close of business
of the Servicer for the immediately preceding calendar month or such other
preceding period as is requested (each a “Monthly
Report”), containing the information described on Exhibit C-3 (with
such modifications or additional information as reasonably requested by the
Agent).  On or before the last day of
each calendar quarter, the Master Servicer shall deliver to the Agent a report
detailing all Receivables by type and Obligor, including current notice information
for each Obligor.


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


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


 



 17















(c)           Each Servicer shall segregate any
Collections received by it from other funds of the Seller and the Servicers
within three Business Days of receipt and hold such amounts for the Agent (for
the benefit of the Purchasers).  The
Seller hereby irrevocably appoints the Agent as its attorney-in-fact coupled
with an interest, with full power of substitution and with full authority in
the place of the Seller, to take any and all steps deemed desirable by the
Agent, in the name and on behalf of the Seller to (i) collect any amounts
due under any Receivable, including endorsing the name of the Seller on checks
and other instruments representing Collections and enforcing such Receivables,
and (ii) exercise any and all of the Seller’s rights and remedies under
the Purchase Agreement.  The Agent’s
powers under this Section 3.4(c) shall not subject the Agent to any
liability if any action taken by it proves to be inadequate or invalid, nor
shall such powers confer any obligation whatsoever upon the Agent.


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


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


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


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



 18
 









market at such time. 
The Master Servicer may only collect the Servicer Fee to the extent
funds are available for the purpose under Section 1.8.  The Seller shall be obligated to reimburse
any such payment pursuant to Section 1.4 or 1.8.


Section
3.6.           Responsibilities of the
Seller.  The Seller
shall, or shall exercise its rights under the Purchase Agreement to cause the
Originators to, pay when due all Taxes payable in connection with the
Receivables or their creation or satisfaction. 
The Seller shall, and shall exercise its rights under the Purchase
Agreement to cause the Originators to, perform all of its obligations under
agreements related to the Receivables to the same extent as if interests in the
Receivables had not been transferred hereunder or, in the case of the
Originators, under the Purchase Agreement. 
The Agent’s or any Purchaser’s exercise of any rights hereunder shall
not relieve the Seller or any Originator from such obligations.  None of the Agent or any Purchaser shall have
any obligation to perform any obligation of the Seller or of any Originator or
the other obligation or liability in connection with the Receivables.


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


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


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


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


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


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



 19
 









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


ARTICLE IV


REPRESENTATIONS
AND WARRANTIES


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


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


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


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


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



 20
 









rights
generally and subject to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).


(e)           Perfection
of Ownership Interest.  The
Seller owns the Receivables free of any Adverse Claim other than the interests
of the Purchasers (through the Agent) therein that are created hereby, and each
Purchaser shall at all times have a valid undivided ownership interest, which
shall be a first priority perfected security interest for purposes of
Article 9 of the applicable Uniform Commercial Code, in the Receivables
and Collections, subject to the Permitted Exceptions.


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


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


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


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


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



 21
 









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


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


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


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


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


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


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



 22
 









Governmental
Authority, which default or violation would reasonably be expected to have a
Material Adverse Effect.


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


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


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


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


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


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


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



 23
 









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


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


Section
4.4.           Specified Adjustments.  Except as has been disclosed by the Servicers
to the Purchasers in the supplement to the Fee Letter delivered in connection
with the First Amendment dated as of March 31, 2005 to the Amended and Restated
Receivable Sales Agreement dated as of December 23, 2004 (which was amended and
restated by the Original Receivables Sale Agreement), the adjustments described
in the definition of “Specified Adjustment”
do not result from (and are not alleged by any Governmental Authority or
Responsible Person to have resulted from) fraud, misconduct or similar
circumstances; and the matters disclosed in the Press Releases and related
matters will not have a Material Adverse Effect.


ARTICLE V


COVENANTS


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


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


(i)            Annual
and Quarterly Financial Statements.


(A)          As soon as available, but in any event
not later than the fifth Business Day after the 90th day following the end of each fiscal year of
SIRVA, Inc. ending on or after December 31, 2007, a copy of the audited
consolidated balance sheet of SIRVA, Inc. and its consolidated Subsidiaries as
at the end of such year and the related audited consolidated statements of
income and of cash flows for such year, setting forth in each case in
comparative form the figures for and as of the end of the previous year,
reported on without a “going concern” or like qualification or exception, or
qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably satisfactory to the Agent (it being agreed that the
furnishing of SIRVA, Inc.’s Annual Report on Form 10-K for such
year, as filed with the Securities and Exchange Commission, will satisfy the
Seller’s obligation under this Section 5.1(a)(i) with respect to such year);



 24
 









(B)           as soon as available, but in any
event not later than the fifth Business Day after the 45th day following the end
of each of the first three quarterly periods of each fiscal year of SIRVA,
Inc., the unaudited consolidated balance sheet of SIRVA, Inc. and its
consolidated Subsidiaries as at the end of such quarter and the related
unaudited consolidated statements of income and of cash flows of SIRVA, Inc.
and its consolidated Subsidiaries for such quarter and the portion of the
fiscal year through the end of such quarter, setting forth in each case in
comparative form the figures for the corresponding period of the previous
fiscal year, certified by a Designated Financial Officer of SIRVA, Inc. as
being fairly stated in all material respects (subject to normal year end audit
and other adjustments) (it being agreed that the furnishing of SIRVA, Inc.’s
Quarterly Report on Form 10-Q for such quarter, as filed with the Securities
and Exchange Commission, will satisfy the Seller’s obligations under this
Section 5.1(a)(ii) with respect to such quarter);


(C)           as soon as available, but in any
event not later than the fifth Business Day after the 90th day following the end
of each fiscal year of the Parent ending on or after December 31, 2007 a copy
of the audited consolidated balance sheet of the Parent and its consolidated
Subsidiaries as at the end of such year and the related audited consolidated
statements of income and of cash flows for such year, setting forth in each
case in comparative form the figures for and as of the end of the previous
year, reported on without a “going concern” or like qualification or exception,
or qualification arising out of the scope of the audit, by Ernst & Young or
other independent certified public accountants of nationally recognized
standing reasonably satisfactory to the Agent; and


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


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



 25
 









disclosed therein, and except, in the case of the
financial statements delivered pursuant to Section 5.1(a)(i)(B) and (D), for
the absence of certain notes).


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


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


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


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


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


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


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


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


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


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


(c)           Conduct
of Business.  The Seller will
perform, and will cause each Subsidiary to perform, all actions necessary to
remain duly incorporated, validly existing and in good standing 



 26
 









in its jurisdiction of organization and to maintain
all requisite authority to conduct its business in each jurisdiction in which
it conducts business except where failure to do so would not reasonably be
expected to have a Material Adverse Effect.


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


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


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


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


 



 27















(g)           Perfection.
 (i) Subject to the Permitted Exceptions, the Seller will, at
its expense, promptly execute and deliver all instruments and documents and
take all action necessary or reasonably requested by the Agent (including the
execution and filing of financing or continuation statements, amendments
thereto or assignments thereof) to enable the Agent to exercise and enforce all
its rights hereunder and to vest and maintain vested in the Agent a valid,
first priority perfected security interest in the Receivables, the Collections,
and proceeds thereof free and clear of any Adverse Claim (and a perfected
ownership interest in the Receivables and Collections to the extent of the Sold
Interests).  The Seller hereby authorizes
the Agent to file any financing statements, continuation statements, amendments
thereto and assignments thereof with respect to any and all interests granted
to the Agent or the Purchasers hereunder. 
Such financing statements may describe the collateral covered thereby as
“all of the debtor’s personal property or assets” or words to that effect,
notwithstanding that such wording may be broader in scope than the Receivables
and Collections subject to the Transaction Documents.


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


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


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


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



 28
 









of the Agent and the Purchasers and promptly (but in
any event within three Business Days after receipt) remit such funds into the
Collection Account.  The Seller will not
permit the funds of any Affiliate to be deposited into the Collection
Account.  If such funds are nevertheless
deposited into the Collection Account, the Seller will promptly identify such
funds for segregation.  The Seller will
not, and will not permit any Servicer or other Person to, commingle Collections
or other funds to which the Agent or any Purchaser is entitled with any other
funds.  The Seller shall not close the
Collection Account, without the prior written consent of the Agent.


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


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


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


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


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


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


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


(iii)          Monthly
Reports.  As soon as
available, but in any event not later than the Monthly Delivery Date following
the end of each of the monthly periods of each fiscal year of the SIRVA Relo,
Executive Relo, SIRVA Global and the Seller, the unaudited consolidated and
consolidating balance sheet of the U.S. businesses owned by SIRVA Relo,
Executive Relo and SIRVA Global, and including the Seller (but excluding SIRVA
Mortgage) as at the end of such month and the related unaudited consolidated
and consolidating statements of income of the U.S. businesses owned by SIRVA
Relo, Executive Relo and SIRVA Global, and including the Seller (but excluding
SIRVA Mortgage) for such month and the portion of the fiscal year through the
end of such month, setting forth in each case in comparative form the figures
for the corresponding period of the previous fiscal year, certified by a
Designated Financial Officer of the 



 29
 









Master Servicer as being,
to the best of his or her knowledge, (A) fairly stated in all material
respects, (B) complete and correct in all material respects in conformity
with GAAP, and (C) prepared in reasonable detail in accordance with GAAP
applied consistently throughout the periods reflected therein and with prior
periods (subject to normal year end audit and other adjustments); and


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


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


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


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


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


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


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


(vi)          Allegations
of Misconduct.  The allegation
by a Governmental Authority or Responsible Person that (other than as disclosed
by the Servicers to the Purchasers in the supplement to the Fee Letter
delivered in connection with the First Amendment dated as of March 31, 2005 to
the Amended and Restated Receivables Sale Agreement dated as of December 23,
2004 (which was amended and restated by the Original Receivables Sale
Agreement)) the adjustments described in the definition of Specified Adjustment
result from fraud, misconduct or similar circumstances; or


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


(c)           Conduct
of Business.  The Master
Servicer will perform, and will cause each Subsidiary to perform, all actions
necessary to remain duly incorporated, validly existing and in good standing in
its jurisdiction of organization and to maintain all requisite authority to
conduct 



 30
 









its business in each jurisdiction in which it conducts
business except where failure to do so would not reasonably be expected to have
a Material Adverse Effect.


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


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


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


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


(g)           Performance
of Duties.  The Master
Servicer will perform, and will cause each Subsidiary to perform, its
respective duties or obligations in accordance with the provisions of each of
the Transaction Documents.  The Master
Servicer (at its expense) will (i) fully and timely perform in all
material respects all agreements required to be observed by it in connection 



 31
 









with each Receivable, (ii) comply in all material
respects with the Credit and Collection Policy, and (iii) refrain from any
action that may impair the rights of the Agent or the Purchasers in the
Receivables or Collections.


(h)           Payments
on Receivables, Accounts.  Subject
to Section 1.8(a), the Master Servicer will at all times instruct all
Origination Home Closing Agents Obligors to deliver payments on the Receivables
out of a sale of an Origination Home directly to the Collection Account.  The Master Servicer will not make any change
in its payment instructions to any Obligor without prior notice to the
Agent.  If any such payments or other
Collections are received by the Master Servicer or an incorrect account, it
shall hold such payments in trust for the benefit of the Agent and the
Purchasers and promptly (but in any event within three Business Days after
receipt) remit such funds into the Collection Account.  The Master Servicer will not permit the funds
of any Affiliate to be deposited into the Collection Account.  If such funds are nevertheless deposited into
the Collection Account, the Master Servicer will promptly identify such funds
for segregation.  The Master Servicer
will not, and will not permit the Seller or other Person to, thereafter
commingle Collections or other funds to which the Agent or any Purchaser is
entitled with any other funds.  The
Master Servicer shall not close the Collection Account without the prior
written consent of the Agent.  No later
than January 29, 2005, the Master Servicer shall cause all Lock Boxes and
Lock-Box Accounts to be subject to the control of the Agent pursuant to
Lock-Box Agreements.


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


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


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


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


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


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



 32
 









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


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


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


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


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


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


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


(vi)          Allegations
of Misconduct.  The allegation
by a Governmental Authority or Responsible Person that (other than as disclosed
by the Servicers to the Purchasers in the supplement to the Fee Letter
delivered in connection with the First Amendment dated as of March 31, 2005 to
the Amended and Restated Receivables Sale Agreement dated as of December 23,
2004 (which was amended and restated by the Original Receivables Sale Agreement))
the adjustments described in the definition of Specified Adjustment result from
fraud, misconduct or similar circumstances; or


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


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


(d)           Compliance
with Laws.  Each Subservicer
will (i) comply, and will cause each Subsidiary to comply, with all laws,
regulations, judgments and other directions or orders imposed by any
Governmental Authority to which such Person or any Receivable or Collections
may be subject except where failure to do so would not reasonably be expected
to have a 



 33
 









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


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


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


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


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


(h)           Payments
on Receivables, Accounts. Subject to Section 1.8(a), the Servicers
will give written directions to each Included Employer and each Origination
Home Closing Agent, no later than February 15, 2005 (or, if later, the
date on which such Person becomes obligated to 



 34
 









remit any amounts in respect of the Receivables), to
remit all amounts due in respect of the Receivables to the Collection Account; provided that if the Seller or a Servicer
shall receive any Collections, it shall remit such Collections to the
Collection Account within three Business Days of such receipt.  No Subservicer will make any change in its
payment instructions to any Obligor without prior notice to the Agent.  If any such payments or other Collections are
received by a Subservicer or an incorrect account, it shall hold such payments
in trust for the benefit of the Agent and the Purchasers and promptly (but in
any event within three Business Days after receipt) remit such funds into the
Collection Account.  No Subservicer will
permit the funds of any Affiliate to be deposited into the Collection
Account.  If such funds are nevertheless
deposited into the Collection Account, such Subservicer will promptly identify
such funds for segregation.  The Subservicers
will not, and will not permit the Seller or other Person to, thereafter
commingle Collections or other funds to which the Agent or any Purchaser is
entitled with any other funds.  The
Subservicers shall not close the Collection Account without the prior written
consent of the Agent.


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


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


Section
5.4.           [Reserved].


Section
5.5.           [Reserved].


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


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


ARTICLE VI


INDEMNIFICATION


Section
6.1.           Indemnities by the Seller.  Without limiting any other rights any such
Person may have hereunder or under applicable law, the Seller hereby
indemnifies and holds 



 35
 









harmless, on an after-Tax basis, the Agent and each
Purchaser and their respective officers, directors, agents and employees (each
an “Indemnified Party”) from and
against any and all damages, losses, claims, liabilities, penalties, Taxes,
costs and expenses (including attorneys’ fees and court costs) (all of the
foregoing collectively, the “Indemnified
Losses”) at any time imposed on or incurred by any Indemnified Party
arising out of or otherwise relating to any Transaction Document, the
transactions contemplated thereby or the acquisition of any portion of the Sold
Interests, or any action taken or omitted by any of the Indemnified Parties
(including any action taken by the Agent as attorney-in-fact for the Seller
pursuant to Section 3.4(c)), whether arising by reason of the acts to be
performed by the Seller hereunder or otherwise, excluding only Indemnified
Losses to the extent (a) such Indemnified Losses result from gross
negligence or willful misconduct of the Indemnified Party seeking
indemnification, (b) such Indemnified Losses result due to Receivables
being uncollectible on account of the insolvency, bankruptcy or lack of
creditworthiness of the related Obligor or (c) such Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser (determined on the assumption that the transactions contemplated
hereby would constitute debt for tax purposes); provided, however, that nothing contained in this sentence
shall limit the liability of the Seller or any Servicer or limit the recourse
of the Agent and each Purchaser to the Seller or any Servicer for any amounts
otherwise specifically provided to be paid by the Seller or the Servicer
hereunder.  Without limiting the
foregoing indemnification, but subject to the limitations set forth in
clauses (a), (b) or (c) of the previous sentence, the Seller shall
indemnify each Indemnified Party for Indemnified Losses (including losses in
respect of uncollectible Receivables, regardless for these specific matters
whether reimbursement therefor would constitute recourse to the Seller, the
Master Servicer or any Subservicer) relating to or resulting from:


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


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


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


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


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


 



 36















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


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


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


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


Section
6.2.           Increased Cost and Reduced
Return.  By way of
clarification, and not of limitation, of Section 6.1, after the date
hereof if the adoption of any applicable law, rule or regulation, or any change
therein, or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by the Agent or any Purchaser (collectively, the “Funding Parties”) with any request or
directive (whether or not having the force of law) of any such Governmental
Authority (a “Regulatory Change”)
(a) subjects any Funding Party to any charge or withholding on or in
connection with this Agreement or any other Transaction Document or any
Receivable, (b) changes the basis of taxation of payments to any of the
Funding Parties of any amounts payable under any of the Transaction Documents
(except for changes in the rate of Tax on the overall net income of such
Funding Party), (c) imposes, modifies or deems applicable any reserve,
assessment, insurance charge, special deposit or similar requirement against
assets of, deposits with or for the account of, or any credit extended by, any
of the Funding Parties, (d) has the effect of reducing the rate of return
on such Funding Party’s capital to a level below that which such Funding Party
could have achieved but for such adoption, change or compliance (taking into
consideration such Funding Party’s policies concerning capital adequacy) or
(e) imposes any other condition, and the result of any of the foregoing is
(x) to impose a cost on, or increase the cost to, any Funding Party of its
commitment under any Transaction Document or of purchasing, maintaining or
funding any interest acquired under any Transaction Document, (y) to reduce
the amount of any sum received or receivable by, or to reduce the rate of
return of, any Funding Party under any Transaction Document or (z) to
require any payment calculated by reference to the amount of interests held or
amounts received by it hereunder, then, upon demand by the Agent, the Seller
shall pay to the Agent (with respect to amounts owed to it or any 



 37
 









Purchaser) for the account of the Person such
additional amounts as will compensate the Agent or such Purchaser for such
increased cost or reduction.  For
avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51
by the Financial Accounting Standards Board shall constitute an adoption,
change, request or directive subject to this Section 6.2 hereof.


Section
6.3.           Other Costs and Expenses.  Also by way of clarification, and not of
limitation, of Section 6.1, the Seller shall pay to the Agent (with
respect to amounts owed to it or any Purchaser) on demand all reasonable costs
and expenses in connection with (a) the preparation, execution, delivery
and administration (including amendments of any provision) of the Transaction
Documents, (b) the sale of the Sold Interests, (c) the perfection of
the Agent’s rights in the Receivables, Collections and proceeds thereof,
(d) the enforcement by the Agent or the Purchasers of the obligations of
the Seller and the Originators under the Transaction Documents or of any
Obligor under a Receivable and (e) the maintenance by the Agent of the
Collection Account, including reasonable fees, costs and expenses of legal
counsel for the Agent relating to any of the foregoing or to advising the Agent
about its rights and remedies under any Transaction Document and all reasonable
costs and expenses (including reasonable counsel fees and expenses) of the Agent
or each Purchaser in connection with the administration or enforcement of the
Transaction Documents.


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


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


Section
6.5.           Payments and Allocations.  If any Person seeks compensation pursuant to
this Article VI, such Person shall deliver to the Seller and the Agent a
certificate setting forth the amount due to such Person, a description of the
circumstance giving rise thereto and the basis of the calculations of such
amount, which certificate shall be presumed to be correct absent manifest
error.  The Seller shall pay to the Agent
(with respect to amounts owed to it) or the 



 38
 









applicable Purchaser (with respect to amounts owed to
it), for the account of such Person, the amount shown as due on any such
certificate within 10 Business Days after receipt of the notice.


ARTICLE VII


CONDITIONS
PRECEDENT


Section
7.1.           Conditions to Restatement.  The restatement of the Original Receivables
Sale Agreement in the form of this Agreement shall become effective on the
first date all conditions in this Section 7.1 are satisfied.  On or before such date, the Seller shall have
repaid in full to the Departing Purchasers their respective outstanding
Investments and all outstanding accrued Discount thereon and all other amounts
payable to the Departing Purchasers under the Original Receivables Sale
Agreement and the Seller shall deliver to the Agent the following documents in
form, substance and quantity reasonably acceptable to the Agent, as applicable:


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


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


(c)           Fully executed acknowledgements with
respect to the Guaranty and the Purchase Agreement following the signature
pages to this Agreement.


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


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


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


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


(b)           the Termination Date has not
occurred;


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



 39
 









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


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


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


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


(g)           the Guaranty has not been
disaffirmed; and


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


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


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


(b)           the Termination Date has not
occurred;


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


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


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



 40
 









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


(g)           the Guaranty has not been
disaffirmed; and


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


ARTICLE VIII


THE AGENT


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


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


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


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


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



 41
 









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


(b)           Anything herein to the contrary notwithstanding,
the Purchaser listed as Syndication Agent on the cover page hereof and the
signature pages hereto shall not have any powers, duties or responsibilities
under this Agreement or any of the other Transaction Documents, except in its
capacity as a Purchaser hereunder.


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


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


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


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



 42
 









Purchasers and the Required Class B Purchasers, as the
case may be, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all Purchasers.


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


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


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


Section
8.7.           Non-Reliance on Agent and
Other Purchasers.  Each
Purchaser expressly acknowledges that none of the Agent, any other Purchaser or
any of their respective officers, 



 43
 









directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
the Agent hereafter taken, including any review of the affairs of the Seller, the
Originators or the other SIRVA Entities, shall be deemed to constitute any
representation or warranty by the Agent to any Purchaser as to any matter,
including whether the Agent has disclosed material information in its
possession.  Each Purchaser represents
and warrants to the Agent that, independently and without reliance upon the
Agent or any other Purchaser and based on such documents and information as it
has deemed appropriate, it has made and will continue to make its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of the SIRVA Entities and
the Receivables and its own decision to enter into this Agreement and to take,
or omit, action under any Transaction Document. 
The Agent shall deliver each month to each Purchaser a copy of the
Monthly Report(s) received covering the preceding calendar month.  Except for items specifically required to be
delivered hereunder, the Agent shall not have any duty or responsibility to
provide any Purchaser with any information concerning any SIRVA Entity or any
of their Affiliates that comes into the possession of the Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.


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


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



 44
 









this Section. 
Without limitation of the foregoing, each Purchaser shall reimburse the
Agent within 10 days following receipt of demand for its Ratable Share of any
costs or out of pocket expenses (including attorney costs and taxes) incurred
by the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, any other Transaction
Document, or any document contemplated by or referred to herein, to the extent
that the Agent is not reimbursed for such expenses by or on behalf of the SIRVA
Entities.  The undertaking in this
Section shall survive repayment of the Investment, any foreclosure under, or
modification, release or discharge of, any or all of the Transaction Documents,
termination of this Agreement and the resignation or replacement of the Agent.


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


Section
8.11.        Subordination.


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


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



 45
 









provided,
however, that if any such payment or distribution is made
other than in cash, it shall be held by the Agent as part of the Collections
and subject in all respects to the provisions of this Agreement, including this
Section.


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


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


ARTICLE IX


MISCELLANEOUS


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


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



 46
 









manifest error. 
The number of days for any advance notice required hereunder may be
waived (orally or in writing) by the Person receiving such notice and, in the
case of notices to the Agent, the consent of each Person to which the Agent is
required to forward such notice.


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


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


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


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


(a) all the
Purchasers, (i) extend the Termination Date or the date of any payment or
transfer of Collections by the Seller to the Servicers or by the Servicers to
the Agent, 



 47
 









(ii)  except as
provided herein, release, transfer or modify any Purchaser’s Purchase Interest
or change any Commitment, (iii) amend the definition of Agent, subsections
(b), (e) and (f) in the definition of Termination Event or Section 1.1,
1.2, 1.4, 1.6, 1.8, 8.11 or 9.6, Article VI, or any obligation of any
SIRVA Entity thereunder, (iv) consent to the assignment or transfer by the
Seller or any Originator of any interest in the Receivables other than transfers
permitted under the Transaction Documents or permit any SIRVA Entity to
transfer any of its obligations under any Transaction Document except as
expressly contemplated by the terms of the Transaction Documents, or
(v) amend any defined term relevant to the restrictions in
clauses (i) through (iv) in a manner which would circumvent the
intention of such restrictions,


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


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


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


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


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



 48
 









solely as a result of the occurrence of such
Termination Event, may be waived by the Agent at the direction of the Purchaser
entitled thereto.


Section 9.8.           Successors
and Assigns; Participations; Assignments.


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


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


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


Section
9.9.           Confidentiality.  (a) The Seller and the Servicers will,
and will cause Parent to, agree to hold the Transaction Documents or any other
confidential or proprietary information of the Agent or Purchasers received in
connection therewith in confidence and agree not to provide any Person with
copies of any Transaction Document or such other confidential or proprietary
information other than to (i) any officers, directors, members, managers,
employees or outside accountants, auditors or attorneys thereof, (ii) any
prospective or actual assignee or 



 49
 









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


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


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


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


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



 50
 









the right of the Agent or any Purchaser to bring any
action or proceeding against the Seller, the Servicers or its property in the
courts of other jurisdictions.


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


Section
9.14.        Entire Agreement; Purchase
Agreement.  The
Transaction Documents constitute the entire understanding of the parties
thereto concerning the subject matter thereof. 
Any previous or contemporaneous agreements, whether written or oral,
concerning such matters are superseded thereby. 
The Seller, the Purchasers and the Agent consent to the amendments to
the Purchase Agreement set forth in the Acknowledgement and Consent (Purchase
Agreement) following the signature pages to this Agreement.


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


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


[SIGNATURE PAGES
FOLLOW]


 



 51















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


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION,

  as Agent, Class A Purchaser and Class B Purchaser

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Zakia Davis

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  135 South LaSalle Street

  	 

	
   

  	
   

  	
  Chicago, Illinois 60674

  	 

	
   

  	
   

  	
  Attention:  June
  Courtney

  	 

	
   

  	
   

  	
  Phone: 

  	
  312-904-8948

  
	
   

  	
   

  	
  Fax: 

  	
  312-904-4483

  
									




 S-1
 









 


	
  

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION, as Syndication Agent, Class A 

  Purchaser and Class B Purchaser

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Rebecca L. Milligan

  	
   

  
	
   

  	
  Title:

  	
  Duly Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  500 West Monroe Street

  	 

	
   

  	
   

  	
  Chicago, Illinois 60661-3679

  	 

	
   

  	
   

  	
  Attention:  SIRVA
  Account Manager

  	 

	
   

  	
   

  	
  Phone: 

  	
  (312) 441-7064

  
	
   

  	
   

  	
  Fax: 

  	
  (312) 441-7030

  
									



 



 S-2
 









 


	
  

  	
  WELLS FARGO BANK, NATIONAL 

  ASSOCIATION, acting through its Operating 

  Division, Wells Fargo Business Credit, as Class A 

  Purchaser

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Matthew A. Howe

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 



 S-3
 









 


	
  

  	
  CITIZENS BANK, as Class A Purchaser and Class B

  Purchaser

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Charles D. Stephenson

  	
   

  
	
   

  	
  Title:

  	
  SVP

  	
   

  
							




 S-4
 









 


	
  

  	
  SIRVA RELOCATION CREDIT, LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 


	
  

  	
  SIRVA RELOCATION LLC

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone:

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax:

  	
  630-468-4710

  
									



 


	
  

  	
  EXECUTIVE RELOCATION CORPORATION

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 



 S-5
 









 


	
  

  	
  SIRVA GLOBAL RELOCATION, INC.

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 


 



 S-6














ACKNOWLEDGEMENT
AND CONSENT


(PURCHASE AGREEMENT)


Reference is hereby made
to the Second Amended and Restated Purchase and Sale Agreement dated as of
December 22, 2006 (the “Purchase Agreement”)
between the Seller and the undersigned Originator.  The Originators (i) acknowledge and agree to
the terms of this Agreement, (ii) confirm that references in the Purchase
Agreement to the Second Tier Agreement shall be references to such agreement as
amended and restated by this Agreement, (iii) agree that the date “December 23,
2005” in paragraph A on page 1 of the Purchase Agreement is corrected to read “December
23, 2004”, (iv) confirm that the reference to “Section 5.5” in clause (ii) of
Section 3.2 of the Purchase Agreement is corrected to read “Section 5.3”, (v)
agree that the following are deleted from the Purchase Agreement: (A) the
definition of “Excluded Losses” in Section 1.1 of the Purchase Agreement, (B)
the reference to Excluded Losses in Section 8.5 of the Purchase Agreement, and
(C) the sentence in Section 3.2 of the Purchase Agreement containing a
reference to Section 5.4, and (vi) confirm that, as so modified, the Purchase
Agreement is in full force and effect.


IN WITNESS WHEREOF, the
undersigned have executed this Acknowledgement and Consent as of September 28,
2007.


 


	
  

  	
  SIRVA RELOCATION LLC, as Originator

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 


	
  

  	
  EXECUTIVE RELOCATION CORPORATION,

  as Originator

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 











 


	
  

  	
  SIRVA GLOBAL RELOCATION, INC.,

  as Originator

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
  Address:

  	
  700 Oakmont Lane

  	 

	
   

  	
   

  	
  Westmont, Illinois 
  60559

  	 

	
   

  	
   

  	
  Attention: 
  Douglas V. Gathany

  	 

	
   

  	
   

  	
  Phone: 

  	
  630-468-4715

  
	
   

  	
   

  	
  Fax: 

  	
  630-468-4710

  
									



 











ACKNOWLEDGEMENT  AND
CONSENT

(GUARANTY)


Reference is made
to the Amended and Restated Guaranty dated as of December 22, 2006, executed by
the undersigned in favor of SIRVA Relocation Credit, LLC (the “Guaranty”).  The undersigned (i) consent and agree to the
foregoing Agreement, (ii) confirm that references in the Guaranty to the
Receivables Sale Agreement shall be references to such agreement as amended and
restated by this Agreement, and (iii) confirm that the Guaranty is in full
force and effect.


IN WITNESS WHEREOF,
the undersigned have executed this Acknowledgement and Consent as of September
28, 2007.


	
  

  	
  SIRVA WORLDWIDE, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  
	
   

  	
  Title:

  	
  Treasurer

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  NORTH AMERICAN VAN LINES, INC.

  	 

	
   

  	
   

  	 

	
   

  	
   

  	 

	
   

  	
  By:

  	
  /s/ Douglas V. Gathany

  	 

	
   

  	
  Title:

  	
  Treasurer

  	 

					



 















SCHEDULE
I

DEFINITIONS


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


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


“Adjusted Class A
Net Receivables Balance” means


(i) 35% of the Longer Aged Equity/Mortgage Receivables
included in (and not, in the calculation of the Net Receivables Balance,
deducted from) the Net Receivables Balance, plus


(ii) 75% of the Aged Equity/Mortgage Receivables
included in (and not, in the calculation of the Net Receivables Balance,
deducted from) the Net Receivables Balance, plus


(iii) the DOD Advance Rate of the DOD Receivables
included in (and not, in the calculation of the Net Receivables Balance,
deducted from) the Net Receivables Balance, plus


(iv) 85% of the Net Receivables Balance (excluding all
Longer Aged Equity/Mortgage Receivables, Aged Equity/Mortgage Receivables and
DOD Receivables), minus


(v) the excess of (A) the sum of clauses (i) and (ii)
over (B) 10% of the sum of clauses (i), (ii), (iii) and (iv), minus


(vi) the excess of the Fixed Fee Equity Receivables
over 5% of the Receivables Balance.


“Adjusted Class B
Net Receivables Balance” means


(i) 45% of the Longer Aged Equity/Mortgage Receivables
included in (and not, in the calculation of the Net Receivables Balance,
deducted from) the Net Receivables Balance, plus


(ii) 85% of the Aged Equity/Mortgage Receivables
included in (and not, in the calculation of the Net Receivables Balance,
deducted from) the Net Receivables Balance, plus


(iii) the DOD Advance Rate of the DOD Receivables included
in (and not, in the calculation of the Net Receivables Balance, deducted from)
the Net Receivables Balance, plus


(iv) 95% of the Net Receivables Balance (excluding all
Longer Aged Equity/Mortgage Receivables, Aged Equity/Mortgage Receivables and
DOD Receivables), minus


(v) the excess of (A) the sum of clauses (i) and (ii)
over (B) 10% of the sum of clauses (i), (ii), (iii) and (iv), minus


(vi) the excess of the Fixed Fee Equity Receivables
over 5% of the Receivables Balance.











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


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


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


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


“Agent” is defined
in the first paragraph hereof.


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


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


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


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


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


“Applicable Class A
Margin” means the percentage set forth below opposite the
Consolidated Interest Coverage Ratio most recently reported by Parent and its
Subsidiaries under the SIRVA Credit Agreement, as such agreement is in effect
after giving effect to the Ninth Amendment thereto; provided that if and for so
long as such Consolidated Interest Coverage Ratio has not been so reported, the
Applicable Class A Margin shall be as set forth for when the Consolidated
Interest Coverage Ratio is less than 1.00. 
(The most recently reported Consolidated Interest Coverage Ratio as of
June 26, 2007 (for the first fiscal quarter of 2007) is greater than 1.00.) 











 




	
  CONSOLIDATED INTEREST 

  COVERAGE RATIO

  	
   

  	
  PRIME RATE

  	
   

  	
  EURODOLLAR RATE

  	
   

  
	
  Greater than or equal to 1.00

  	
   

  	
  2.00%

  	
   

  	
  3.00%

  	
   

  
	
  Less than 1.00

  	
   

  	
  2.50%

  	
   

  	
  3.50%

  	
   

  






 


“Applicable Class B Margin”
means the percentage set forth below opposite the Consolidated Interest
Coverage Ratio most recently reported by Parent and its Subsidiaries under the
SIRVA Credit Agreement, as such agreement is in effect after giving effect to
the Ninth Amendment thereto; provided that if and for so long as such
Consolidated Interest Coverage Ratio has not been so reported, the Applicable
Class B Margin shall be as set forth for when the Consolidated Interest
Coverage Ratio is less than 1.00.  (The
most recently reported Consolidated Interest Coverage Ratio as of June 26, 2007
(for the first fiscal quarter of 2007) is greater than 1.00.)




	
  CONSOLIDATED INTEREST 

  COVERAGE RATIO

  	
   

  	
  PRIME RATE

  	
   

  	
  EURODOLLAR RATE

  	
   

  
	
  Greater than or equal to 1.00

  	
   

  	
  5.50%

  	
   

  	
  6.50%

  	
   

  
	
  Less than 1.00

  	
   

  	
  6.00%

  	
   

  	
  7.00%

  	
   

  






 


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


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


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


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


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











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


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


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


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


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


“Class A Increase Effective Date”
is defined in Section 1.10.


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


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


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


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


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


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


“Class A Purchase Limit”
means $163,000,000, as such amount may be reduced pursuant to Section 1.5 or
increased pursuant to Section 1.10.


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











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


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


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


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


“Class B Increase Effective Date”
is defined in Section 1.11.


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


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


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


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


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


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


“Class B Purchase Limit”
means $19,500,000, as such amount may be reduced pursuant to Section 1.5.


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


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











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


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


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


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


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


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


 




	
  MOODY’S RATING

  	
   

  	
  S&P RATING

  	
   

  	
  CONCENTRATION LIMIT

  (% OF ELIGIBLE 

  RECEIVABLES BALANCE)

  
	
  Aa3 or higher

  	
   

  	
  AA- or higher

  	
   

  	
  40%

  
	
  A3 to A1

  	
   

  	
  A- to A+

  	
   

  	
  30%

  
	
  Baa2 to Baa1

  	
   

  	
  BBB to BBB+

  	
   

  	
  20%

  
	
  Baa3

  	
   

  	
  BBB-

  	
   

  	
  10%

  
	
  Below Baa3 or no rating

  	
   

  	
  Below BBB- or no
  rating

  	
   

  	
  5%

  






 


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











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


“Consolidated
Interest Coverage Ratio” shall have the meaning assigned thereto in
the SIRVA Credit Agreement after giving effect to the Ninth Amendment thereto
entered into on or about June 26, 2007.


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


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


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


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


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


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


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


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


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


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


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


“Discount Period” means,
with respect to any Monthly Settlement Date or the Termination Date, the period
from and including the preceding Monthly Settlement Date (or if 











none, the date that the
first Incremental Purchase is made hereunder) to but not including such Monthly
Settlement Date or Termination Date, as applicable.


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


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


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


“DOD Advance Rate”
means, with respect to any month, whichever of the following percentages is
then applicable:




	
  PERCENTAGE OF BILLINGS PAID BY 

  THE DOD SPECIFIED OFFICES 

  DURING THE PRIOR MONTH



  	
   

  	
  DOD 

  ADVANCE

  RATE



  
	
  < 100% and > 90%

  	
   

  	
  75%

  
	
  < 90% and > 80%

  	
   

  	
  65%

  
	
  < 80% and > 70%

  	
   

  	
  55%

  
	
  < 70% and > 60%

  	
   

  	
  45%

  
	
  < 60% and > 50%

  	
   

  	
  35%

  
	
  < 50%

  	
   

  	
  Zero

  






 


“DOD Receivables” means
any Eligible Receivables arising under contract no. W912DR-06-D-0025 dated June
14, 2006 of SIRVA Relo with the U.S. Department of Defense, if such contract is
added as Eligible Relocation Services Agreement and listed in Schedule III
hereto.


“DOD Specified Offices”
means those offices of the U.S. Department of Defense out of which payments may
be made in respect of DOD Receivables and listed in Schedule IV hereto.


 















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


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


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


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


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


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











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


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


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


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


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


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


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


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











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


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


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


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


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


(xv)        [RESERVED];


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


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


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


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


“Eligible Relocating Employee” means
a Relocating Employee who (i) is eligible for an extension of credit under the
Credit and Collection Policy, (ii) has the legal capacity to enter into 











a binding contract, and
(iii) to the knowledge of the Servicer and the Seller, is not the subject of a
Bankruptcy Event.


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


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


(i) which is listed on Schedule III;


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


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


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


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


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


“Employer” means
an employer or other Person (other than an individual) providing credit,
liquidity or other support to the payment of a Relocating Employee Receivable
or otherwise obligated to make payments to an Originator with respect to
relocation or related services.











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


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


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


“Eurodollar Rate”
means for any Tranche Period for a Eurodollar Tranche, the sum of
(a) LIBOR for such Tranche Period divided by 1 minus the “Reserve Requirement” plus (b) the
Applicable Class A Margin (with respect to Class A Investments) or the
Applicable Class B Margin (with respect to Class B Investments) plus
(c) on or after the occurrence of a Termination Event or in any event
after December 31, 2008, 2.0%; where “Reserve
Requirement” means, for any Tranche Period for a Eurodollar Tranche,
the maximum reserve requirement imposed during such Tranche Period on “eurocurrency liabilities” as currently
defined in Regulation D of the Board of Governors of the Federal Reserve
System.


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


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


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


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


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


“Final Equity Payment”
is a payment to a Relocating Employee of an amount equal to the excess, if any,
of (i) the Sale Contract Price for such Relocating Employee’s Origination Home
minus (ii) the amount owed in respect of any Adverse Claims (including
mortgages and 











deeds of trust) on such
Origination Home minus (iii) the outstanding balance of any Equity Advances in
respect of such Origination Home, provided that
the related Originator shall be entitled to be reimbursed for the amount of
such payment by the related Employer under the terms of an Eligible Relocation
Services Agreement.


“Fixed Fee Equity Receivable”
means a Receivable in respect of an Equity Advance or Final Equity Payment
arising under a fixed fee program of the applicable Originator under a
Relocation Services Agreement.


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


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


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


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


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


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


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


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


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


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











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


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


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


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


“LIBOR” means, for
any Tranche Period for a Eurodollar Tranche or other time period, the per annum
rate of interest at which Dollar deposits in an amount comparable to the amount
of the relevant Eurodollar Tranche and for a period equal to such Tranche
Period or other period are offered in the London Interbank Eurodollar market at
11:00 a.m. (London, England time) two Business Days prior to the
commencement of such Tranche Period or other period, as displayed in the Bloomberg Financial Markets system (or
other authoritative source selected by the Agent in its sole discretion) or, if
the Bloomberg Financial Markets
system or other authoritative source is not available, as LIBOR is otherwise
determined by the Agent in its sole and absolute discretion.  The Agent’s determination of LIBOR shall be
conclusive, absent manifest error.


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


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


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


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


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


“Longer Aged
Equity/Mortgage Receivables” means at any time the aggregate
principal amount outstanding at such time of all Eligible Receivables that are
Equity Advances, Final Equity Payments and Mortgage Payments and that, as of
the most recent Measurement Date, have been outstanding 270 days or more but
less than 360 days after their funding by the related Originator.  For the avoidance of doubt, Longer Aged
Equity/Mortgage Receivables do not include any Receivables paid since the most
recent Measurement Date.


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











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


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


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


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


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


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


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


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


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


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


“Monthly Report”
is defined in Section 3.3.


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


“Monthly Settlement Date”
means (i) with respect to a month which ends on a day other than Thursday or
Friday, and provided that the Wednesday on which, or the Wednesday 











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


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


“Mortgage Payment”
means an advance made by the related Originator to repay a borrowing by a
Relocating Employee secured by such Relocating Employee’s Origination Home, provided that the related Originator shall
be entitled to be reimbursed for the amount of such payment by the related
Employer under the terms of an Eligible Relocation Services Agreement.


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


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


“Net Receivables Balance”
means at any time (a) the Eligible Receivables Balance minus (b) the
sum of the following amounts, as determined without duplication as of the most
recent Measurement Date, (i) the portion of the Eligible Receivable
Balance in excess of the Concentration Limit for each Employer, (ii) the
Unbilled Miscellaneous Receivable Excess Concentration, and (iii) all
unapplied Advance Employer Payments; it
being understood that to the extent any of the items being deducted
under clause (b) may include Longer Aged Equity/Mortgage Receivables or Aged
Equity/Mortgage Receivables, such Longer Aged Equity/Mortgage Receivables and
Aged Equity/Mortgage Receivables shall be included in such deducted items.


“Obligor” means a
Relocating Employee or an Employer.


“OFAC”
is defined in Section 5.1(d).


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


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


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


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


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


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


 















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


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


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


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


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


“Originator” means
each of SIRVA Relo, Executive Relo, SIRVA Global and any Additional SIRVA
Entity that becomes party to the First Tier Agreement and this Agreement
pursuant to Section 1.12.


“Outside Date”
means:


(a)           with respect to any Equity Advance,
Final Equity Payment or Mortgage Payment, the earlier of (i) 360 days following
the funding of such Equity Advance, Final Equity Payment or Mortgage Payment by
the related Originator and (ii) if the related Receivable is a Billed
Receivable, the date specified in clause (b) or (c) below, as applicable;


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


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


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


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


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


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











“Permitted
Exceptions” means any of the following:


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


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


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


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


“Permitted Investments”
means (a) evidences of indebtedness issued by, or guaranteed by the full
faith and credit of, the federal government of the United States,
(b) repurchase agreements with banking institutions or broker-dealers the
short term unsecured indebtedness of which is rated at least “A-1+” (or
the equivalent) by S&P and at least “P-1” (or the equivalent) by
Moody’s registered under the Securities Exchange Act of 1934 which are fully
secured by obligations of the kind specified in clause (a), (c) money
market funds (i) rated not lower than the highest rating category from
Moody’s and “AAA m” or “AAAm-g,” from S&P or (ii) which are
otherwise acceptable to the Rating Agencies or (d) commercial paper issued
by any corporation incorporated under the laws of the USA and rated at least “A-1+”
(or the equivalent) by S&P and at least “P-1” (or the equivalent) by
Moody’s.  All Permitted Investments must
(1) be denominated and payable only in Dollars, (2) not have an “r”
designation if rated by S&P, and (3) must mature (A) within thirty
(30) days after the date of purchase thereof or (B) by the date on which
the funds so invested are needed in order to make any payment required
hereunder.


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


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


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











“Prime Rate” means
for any period, the daily average during such period of (a) the greater of
(i) the floating commercial lending rate per annum of LaSalle (which rate
is a reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer by LaSalle) announced from time to time as its
prime rate or equivalent for Dollar loans in the United States, changing as and
when said rate changes and (ii) the Federal Funds Rate plus 0.75% plus (b)
the Applicable Class A Margin (with respect to Class A Investments) or the
Applicable Class B Margin (with respect to Class B Investments) plus (c) on or
after the occurrence of a Termination Event or in any event after December 31,
2008, 2.00%.


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


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


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


“Purchase Agreement”
means the Second Amended and Restated Purchase and Sale Agreement dated as of
December 22, 2006 between the Seller and the Originators, as the same may be
amended or modified in accordance with its terms and the terms hereof.


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


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


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


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


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


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


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


“Recording Trigger Event”
means a Servicer Replacement Event.











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


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


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


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


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


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


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


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


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


(h)           all Records relating to such
Receivables;


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


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











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


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


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


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


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


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


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


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


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


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











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


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


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


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


“Second Restatement Date”
means December 22, 2006.


“Seller” is
defined in the first paragraph hereof.


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


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


“Servicer Fee” is
defined in Section 3.5.


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


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


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


“SIRVA Credit Agreement”
means Credit Agreement dated as of December 1, 2003, as amended through the
Ninth Amendment thereto entered into on or about June 26, 2007, among Parent,
certain subsidiaries thereof, the several lenders party thereto, JPMorgan Chase
Bank, as administrative agent, Banc of America Securities LLC, as syndication
agent, and Credit Suisse First Boston, Deutsche Bank Securities Inc. and
Goldman Sachs Credit Partners L.P. as documentation agents.


“SIRVA Entity”
means any of the Parent, NAVL, the Seller, the Servicers and the Originators
(including any Additional SIRVA Entities that become party hereto pursuant to
Section 1.12.











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


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


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


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


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


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


“Specified
Adjustments” means adjustments to the financial results of
SIRVA, Inc. for the periods and in amounts materially similar to the amounts
specified in SIRVA, Inc.’s Form 8-K filed September 21, 2005, to be evidenced
by restatements of SIRVA, Inc.’s financial statements for the fiscal year ended
December 31, 2004 to be made available to the Agent and the Purchasers no later
than November 30, 2005; provided, however, that (x) except as has been
disclosed by the Servicers to the Purchasers in the supplement to the Fee
Letter delivered in connection with the First Amendment dated as of March 31,
2005 to the Amended and Restated Receivables Sale Agreement dated as of
December 23, 2004 (which the Original Receivables Sale Agreement amended and
restated), such adjustments do not result from (and are not alleged by any Governmental
Authority or Responsible Person to have resulted from) fraud, misconduct or
similar circumstances, and (y) such adjustments do not have a Material Adverse
Effect.


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


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


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


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











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


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


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


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


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


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


“Subservicer” is
defined in the first paragraph hereof.


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


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


“Termination Date”
means the earliest of (a) the Business Day designated by the Seller with
no less than thirty (30) days’ (or, during the continuance of a
Trigger Event, five (5) Business Days’) prior notice to the Agent, (b) the
date of the occurrence of a Termination Event described in clause (e) of the
definition of Termination Event, (c) the date designated by the Agent to the
Seller at any time after the occurrence and during the continuance of any other
Termination Event and (d) September 30, 2008.


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


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











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


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


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


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


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


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


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


(i)            any event of default occurs under
the SIRVA Credit Agreement; provided that no waiver thereunder or amendment
thereof with respect to any events of default under, or any financial covenants
(including defined terms as used therein) contained in, the Sirva Credit
Agreement shall be effective for purposes of this Agreement unless the Agent
shall have consented thereto in writing; or


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


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











(l)            on or after December 31, 2008, the
Sold Interests shall be greater than $0 or any other amount owed to the Agent
or the Purchasers shall remain unpaid; or


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


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


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


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


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











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


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


“Trigger Event” is
defined in the Purchase Agreement.


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


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


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


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


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


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


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


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


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


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


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