received:
(A)
COUNTERPARTS OF THIS ELEVENTH AMENDMENT, DULY EXECUTED AND DELIVERED
BY THE BORROWERS AND ADMINISTRATIVE AGENT;
(B)
EXECUTED LENDER ADDENDA, OR FACSIMILE TRANSMISSIONS THEREOF,
SUBSTANTIALLY IN THE FORM OF EXHIBIT A HERETO (EACH, A "LENDER ADDENDUM"), FROM
EACH NEW TERM LENDER AND FROM THE REQUISITE LENDERS UNDER SUBSECTIONS
11.1(A) AND 11.1(E) OF THE CREDIT AGREEMENT;
(C)
AN EXECUTED ACKNOWLEDGMENT AND CONFIRMATION, SUBSTANTIALLY IN THE
FORM OF EXHIBIT B HERETO, FROM AN AUTHORIZED OFFICER OF EACH OF HOLDING AND EACH
GUARANTOR;
(D)
CERTIFICATES OF EACH OF THE PARENT BORROWER, HOLDING AND EACH
GUARANTOR, DATED THE ELEVENTH AMENDMENT EFFECTIVE DATE, SUBSTANTIALLY IN THE
FORM OF EXHIBIT I TO THE CREDIT AGREEMENT, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS, AND, WITH RESPECT TO THE CERTIFICATE OF THE PARENT BORROWER,
INCLUDING A STATEMENT THAT ALL MATERIAL CONSENTS, AUTHORIZATIONS, NOTICES AND
FILINGS REQUIRED IN CONNECTION WITH THIS ELEVENTH AMENDMENT AND THE MAKING OF
THE NEW TERM LOANS AS CONTEMPLATED HEREBY ARE IN FULL FORCE AND EFFECT;
8
(E)
LEGAL OPINIONS, DATED THE ELEVENTH AMENDMENT EFFECTIVE DATE, FROM
KIRKLAND & ELLIS LLP, COUNSEL TO THE PARENT BORROWER, AND FROM THE SENIOR VICE
PRESIDENT, GENERAL COUNSEL AND SECRETARY OF SIRVA, INC., EACH IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT; AND
(F)
ALL EXPENSES REQUIRED TO BE PAID ON OR BEFORE THE ELEVENTH AMENDMENT
EFFECTIVE DATE FOR WHICH INVOICES HAVE BEEN PRESENTED.
16.
Representations and Warranties; Acknowledgements.
(A)
NO DEFAULT.
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND
BE CONTINUING ON THE ELEVENTH AMENDMENT EFFECTIVE DATE AFTER GIVING EFFECT TO
THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING THE MAKING OF NEW TERM LOANS AND
THE UTILIZATION OF THE PROCEEDS THEREOF.
(B)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND
WARRANTIES MADE BY HOLDING, EACH BORROWER AND EACH GUARANTOR IN OR PURSUANT TO
THE LOAN DOCUMENTS SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE ELEVENTH AMENDMENT EFFECTIVE DATE (AFTER GIVING EFFECT HERETO) AS IF MADE
ON AND AS OF SUCH DATE, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO A PARTICULAR DATE, IN WHICH CASE SUCH REPRESENTATIONS AND
WARRANTIES WERE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH DATE, AND
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SUBSECTION 5.2 OF THE
CREDIT AGREEMENT.
(C)
ACKNOWLEDGEMENTS.
HOLDING AND EACH LOAN PARTY ACKNOWLEDGE THAT
(I) THE FUNDING OF NEW TERM LOANS IS CRITICAL TO (A) THE ONGOING OPERATING
ABILITY OF HOLDING AND THE LOAN PARTIES AND (B) EFFECTUATE A FEASIBLE
RESTRUCTURING OF THEIR RESPECTIVE BUSINESSES, (II) THIS ELEVENTH AMENDMENT IS
NECESSARY TO PERMIT THE BORROWERS TO BORROW THE NEW TERM LOANS AND (III) ALL
CREDIT EXTENSIONS ON OR AFTER THE ELEVENTH AMENDMENT EFFECTIVE DATE SHALL BE
MADE IN RELIANCE ON THE OBLIGATIONS OF HOLDING AND THE LOAN PARTIES UNDER THIS
AMENDMENT, INCLUDING AS SET FORTH IN THE FIFTH SENTENCE OF SUBSECTION 4.4(A) OF
THE CREDIT AGREEMENT (AS AMENDED BY SECTION 8 OF THIS ELEVENTH AMENDMENT).
17.
Payment of Expenses.
The Parent Borrower agrees to pay