(A) THE ADMINISTRATIVE
AGENT'S SATISFACTION THAT HOLDING AND ITS SUBSIDIARIES, AS APPLICABLE, SHALL
HAVE MADE ARRANGEMENTS SATISFACTORY TO THE ADMINISTRATIVE AGENT (I) THAT EITHER
(A) THE RELOCATION SPV FINANCING WITH LASALLE BANK, N.A. AS AGENT FOR THE
RECEIVABLES PURCHASE PROGRAM MAINTAINED THROUGH SIRVA RELOCATION CREDIT, LLC AS
THE SAME MAY HAVE BEEN MODIFIED PRIOR TO THE PETITION DATE (INCLUDING, WITHOUT
LIMITATION, AN AMENDMENT TO TERMINATE THE TRANCHE B COMMITMENT THEREUNDER) (THE
"SECURITIZATION"), SHALL BE IN EFFECT OR (B) AN ALTERNATIVE RELOCATION SPV
FINANCING OR OTHER SOURCE OF LIQUIDITY, IN EACH CASE, REPLACING THE
SECURITIZATION (THE "ALTERNATIVE FINANCING") SHALL BE IN EFFECT, PURSUANT TO
TERMS IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, AND
(II) FOR THE OPERATION OF THE LOAN PARTIES CASH MANAGEMENT SYSTEM WITH THE CASH
MANAGEMENT BANKS (OR REPLACEMENT INSTITUTIONS) FOLLOWING THE EFFECTIVE DATE,
(B) THE DELIVERY BY THE BORROWER TO THE ADMINISTRATIVE OF A CERTIFICATE OF A
RESPONSIBLE OFFICER OF THE BORROWER STATING THAT, ON AND AS OF THE DATE OF THE
CONVERSION OF THE FACILITIES PROVIDED FOR HEREIN INTO THE FACILITIES PROVIDED
FOR IN THE EXIT FACILITY AGREEMENT, (X) EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY ANY LOAN PARTY PURSUANT TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT (OR IN ANY AMENDMENT, MODIFICATION OR SUPPLEMENT HERETO OR THERETO) TO
WHICH IT IS A PARTY, AND EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
ANY CERTIFICATE FURNISHED AT ANY TIME BY OR ON BEHALF OF ANY LOAN PARTY PURSUANT
TO THIS AGREEMENT OR ANY OTHER LOAN
28
DOCUMENT, SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF SUCH
DATE AS IF MADE ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT THAT SUCH
REPRESENTATIONS AND WARRANTIES RELATE TO A PARTICULAR DATE, IN WHICH CASE SUCH
REPRESENTATIONS AND WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON
AND AS OF SUCH EARLIER DATE, AND (Y) NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE
OCCURRED AND BE CONTINUING ON SUCH DATE OR AFTER GIVING EFFECT TO THE CONVERSION
TO BE MADE ON SUCH DATE, AND (C) THE SATISFACTION OR WAIVER OF THE OTHER
CONDITIONS PRECEDENT TO EFFECTIVENESS SET FORTH IN THE EXIT FACILITY AGREEMENT,
THEN AUTOMATICALLY AND WITHOUT ANY FURTHER CONSENT OR ACTION REQUIRED BY THE
ADMINISTRATIVE AGENT OR ANY LENDER:
(I)
THE BORROWER, IN ITS CAPACITY AS REORGANIZED SIRVA WORLDWIDE, INC.,
HOLDING, IN ITS CAPACITY AS A REORGANIZED DEBTOR, AND EACH GUARANTOR, IN ITS
CAPACITY AS A REORGANIZED DEBTOR, TO THE EXTENT SUCH PERSON IS REQUIRED UNDER
THE EXIT FACILITY AGREEMENT TO CONTINUE TO BE A GUARANTOR THEREUNDER, SHALL
ASSUME ALL OBLIGATIONS IN RESPECT OF THE LOANS HEREUNDER AND ALL OTHER MONETARY
OBLIGATIONS IN RESPECT HEREOF,
(II)
EACH LOAN HEREUNDER SHALL BE CONTINUED AS A LOAN UNDER THE EXIT
FACILITY AGREEMENT,
(III)
EACH LENDER HEREUNDER SHALL BE A LENDER UNDER THE EXIT FACILITY
AGREEMENT AND
(IV)
THIS AGREEMENT SHALL TERMINATE AND BE SUPERSEDED AND REPLACED BY,
AND DEEMED AMENDED AND RESTATED IN ITS ENTIRETY IN THE FORM OF, THE