SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

 

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		5
Section 1.5.		Reduction in Commitments		6
Section 1.6.		Optional Repurchases		7
Section 1.7.		Assignment of Purchase Agreement		7
Section 1.8.		Allocations and Distributions		7
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		11
ARTICLE II CUSTODY OF SPECIFIED DOCUMENTS				12
Section 2.1.		Specified Documents		12
Section 2.2.		Servicing Releases		13
Section 2.3.		Cooperation		13
ARTICLE III ADMINISTRATION AND COLLECTIONS				14
Section 3.1.		Appointment of Servicer		14
Section 3.2.		Duties of Servicer		14
Section 3.3.		Reports		15
Section 3.4.		Enforcement Rights		16
Section 3.5.		Servicer Fee		17
Section 3.6.		Responsibilities of the Seller		17
Section 3.7.		Actions by Seller		18
Section 3.8.		Indemnities by Servicers		18
ARTICLE IV REPRESENTATIONS AND WARRANTIES				19
Section 4.1.		Seller Representations and Warranties		19
Section 4.2.		Master Servicer Representations and Warranties		20
Section 4.3.		Subservicer Representations and Warranties		21

 

 

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Section 4.4.		Specified Adjustments		23
ARTICLE V COVENANTS				23
Section 5.1.		Covenants of the Seller		23
Section 5.2.		Covenants of the Master Servicer		28
Section 5.3.		Covenants of the Subservicers		31
Section 5.4.		[Reserved]		34
Section 5.5.		[Reserved]		34
Section 5.6.		Deeds		34
Section 5.7.		Delivery of Information		34
ARTICLE VI INDEMNIFICATION				34
Section 6.1.		Indemnities by the Seller		34
Section 6.2.		Increased Cost and Reduced Return		36
Section 6.3.		Other Costs and Expenses		36
Section 6.4.		Withholding Taxes		37
Section 6.5.		Payments and Allocations		37
ARTICLE VII CONDITIONS PRECEDENT				38
Section 7.1.		Conditions to Restatement		38
Section 7.2.		Conditions to Each Class A Purchase		38
Section 7.3.		Conditions to Each Class B Purchase		39
ARTICLE VIII THE AGENT				40
Section 8.1.		Appointment and Authorization		40
Section 8.2.		Delegation of Duties		40
Section 8.3.		Exculpatory Provisions		41
Section 8.4.		Reliance by Agent		41
Section 8.5.		Assumed Payments		42
Section 8.6.		Notice of Termination Events		42
Section 8.7.		Non-Reliance on Agent and Other Purchasers		42
Section 8.8.		Agents and Affiliates		43
Section 8.9.		Indemnification		43
Section 8.10.		Successor Agent		44

 

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Section 8.11.		Subordination		44
ARTICLE IX MISCELLANEOUS				45
Section 9.1.		Termination		45
Section 9.2.		Notices		45
Section 9.3.		Payments and Computations		46
Section 9.4.		Sharing of Recoveries		46
Section 9.5.		Right of Setoff		46
Section 9.6.		Amendments		46
Section 9.7.		Waivers		47
Section 9.8.		Successors and Assigns; Participations; Assignments.		48
Section 9.9.		Confidentiality		48
Section 9.10.		Headings; Counterparts		49
Section 9.11.		Cumulative Rights and Severability		49
Section 9.12.		Governing Law; Submission to Jurisdiction		49
Section 9.13.		Waiver of Trial by Jury		50
Section 9.14.		Entire Agreement		50
Section 9.15.		USA PATRIOT Act Notice		50
Section 9.16.		Reservation of Rights		50

 

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Schedules		Description
Schedule I		Definitions
Schedule II		Purchase Commitments
Schedule III		Included Employers
Schedule IV		Financial Reporting Exceptions
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

 

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SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

SECOND AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of December 22, 2006 (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, 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 and the Agent are party to that certain Amended and Restated Receivables Sale Agreement dated as of December 23, 2004 (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) provide for an additional class of Investments by certain of the Purchasers in an aggregate principal amount outstanding not to exceed $25,000,000 and (2) reflect the addition of SIRVA Global as an Originator and Subservicer.

The parties hereto agree that effective as of the Second 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, the Class A Purchasers held Class A Purchase Interests with an Aggregate Class A Investment of $164,498,115.70 under the Original Receivables Sale Agreement (the “ Original Interest ”).  The Original 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.

(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

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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.

(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 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

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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.

(a)           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.

(b)           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.

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

(a)           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 Restatement Date under the Original Receivables Sale Agreement, including at any time during which one or more of the conditions in Article VII are not met.

(b)           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.

(c)           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.

(d)           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.

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

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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 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

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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 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;

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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.

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.

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(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;

(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

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(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

(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.

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(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 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 December 31, 2006, request an increase in the Aggregate Class A Commitment and the Purchase Limit by an amount (for all such requests) not exceeding $6,875,000; 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;

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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)           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 “ 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 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 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 and the SIRVA Entities shall pay an increase fee of 0.15% of the amount of each increase of the Class A Commitment of any Class A Purchaser to the Agent for the account of such Class A Purchaser.  The Class A Purchasers shall make and receive such payments between themselves on the 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.

ARTICLE II

CUSTODY OF SPECIFIED DOCUMENTS

Section 2.1.           Specified Documents.   (c)  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 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.

(a)           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

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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.

(b)           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.  (d)   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.

(a)           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.

(b)           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.  (e)  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.

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(a)           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 .   (f)  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.

(a)           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.

(b)           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 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 .   (g)  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

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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.

(a)           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 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

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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 .  (h)  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.

(a)           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.

(b)           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

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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.

(c)           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.

(d)           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.

(e)           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 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

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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;

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

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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’ 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

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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.

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

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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 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:

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(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).

(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.

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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 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.  Except as otherwise provided in Schedule IV ,

(A)          as soon as available, but in any event not later than the fifth Business Day after the 90 th  day following the end of each fiscal year of SIRVA, Inc. ending on or after December 31, 2004, 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 PricewaterhouseCoopers LLP 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);

(B)           as soon as available, but in any event not later than the fifth Business Day after the 45 th  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

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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 90 th  day following the end of each fiscal year of the Parent ending on or after December 31, 2004 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 PricewaterhouseCoopers LLP 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 45 th  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 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;

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(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 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

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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).

(i)            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.

(g)           Perfection.  (ii) 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

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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.

(i)            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.

(ii)           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 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.

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(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, except as otherwise provided in Schedule IV , 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 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

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(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 sim