WAIVER AND FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

the BofA Box/Account by wire transfer shall be remitted to the Agent by BofA no later than the Business Day following BofA’s receipt thereof, and (iii) prior to February 15, 2005, Executive Relo shall have instructed all related Included Employers to send all Collections relating to Receivables originated by Executive Relo to the Collection Account.”.

The second sentence of Section 3.2(a), the first sentence of Section 5.1(i) and the first sentence of Section 5.3(h) of the Receivables Sale Agreement are each hereby amended and restated to read as follows:

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.

(b)            Additional Included Employers .  Article 1 of the Receivables Sale Agreement is hereby amended by adding thereto the following Section 1.9:

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, ( provided that in the case of additional Included Employers added pursuant to Section 2(n) of the First Amendment, such consents shall be provided no later than May 31, 2005) (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

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

(c)            Collections .  Section 1.8 of the Receivables Sale Agreement is hereby amended by adding the following new clause (g) at the end thereof:

“(g)         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, 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.”

(d)            Reporting .  The following changes are hereby made with respect to reporting:

(i)             Section 5.2 of the Receivables Sale Agreement is hereby amended by deleting the word “and” at the end of Section 5.2(a)(ii), by renumbering Section 5.2(a)(iii) as Section 5.2(a)(iv) and adding the following new clause above Section 5.2(a)(iv):

“(iii)         Monthly Reports.  As soon as available, but in any event not later than the 30 ^th day following the end of each of the monthly periods of each fiscal year of the Master Servicer, the unaudited consolidated balance sheet of the Master Servicer and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows of the Master Servicer and its consolidated Subsidiaries 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 (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”.

(ii)            Section 5.3 of the Receivables Sale Agreement is hereby amended by deleting the word “and” at the end of Section 5.3(a)(ii), by renumbering

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Section 5.3(a)(iii) as Section 5.3(a)(v) and inserting before such clause the following new clauses above Section 5.3(a)(v):

“(iii)         Monthly Reports.  As soon as available, but in any event not later than the 30 ^th day following the end of each of the monthly periods of each fiscal year of the Subservicer, the unaudited consolidated balance sheet of the Subservicer and its consolidated Subsidiaries as at the end of such month and the related unaudited consolidated statements of income and of cash flows of the Subservicer and its consolidated Subsidiaries 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 Subservicer as being (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);

“(iv)         Historical Financial Statements.   No later than the fifth Business Day after the 180th day following the end of the 2004 fiscal year of SIRVA, Inc., (A) the audited financial statements of the Subservicer for the year ended December 31, 2003 and (B) the unaudited financial statements of the Subservicer for nine month periods ended September 30, 2003 and September 31, 2004; and”.

(iii)           Sections 5.2 and 5.3 of the Receivables Sale Agreement are hereby further amended by deleting the word “or” at the end of clause (b)(v) thereof, by renumbering clause (b)(vi) thereof as clause (b)(vii) thereof and inserting the following new clause (b)(vi):

“(vi)         Allegations of Misconduct .  The allegation by a Governmental Authority or Responsible Person that (other than as disclosed by the Servicers to the Purchasers in the supplement to the Fee Letter delivered in connection with the First Amendment) the adjustments described in the definition of Specified Adjustment result from fraud, misconduct or similar circumstances; or”.

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(e)            Deletion of Aged Receivables Ratio .  Schedule I to the Receivables Sale Agreement is hereby amended by deleting therefrom the definition of “Aged Receivables Ratio”.

(f)             Definition of Applicable Base Margin .  The definition of “Applicable Base Margin” in Schedule I to the Receivables Sale Agreement is hereby amended and restated to read as follows:

“ Applicable Base Margin ” means (i) with respect to the period following the date of the First Amendment to and including December 31, 2005, 1.25% with respect to the Prime Rate and 2.25% with respect to the Eurodollar Rate, and (ii) at any time thereafter the percentage set forth below opposite the Consolidated Leverage Ratio most recently reported by Parent and its Subsidiaries under the SIRVA Credit Agreement, as such agreement is in effect on the date hereof; provided that if and for so long as such Consolidated Leverage Ratio has not been so reported, the Applicable Base Margin shall be as set forth in clause (i) above.

(g)            Definition of Defaulted Receivable .  The definition of “Defaulted Receivable” in Schedule I to the Receivables Sale Agreement is hereby amended and restated to read as follows:

“ Defaulted Receivable” means any Receivable (a) as to which the Disqualification Date has occurred, (b) any Obligor of which has ceased to be an Eligible Employer, provided that this clause (b) shall not apply to Employers to the extent (and only to the extent) they cease to be Eligible Employers as a result of being listed on Schedule I to the First Amendment, or (c) is a Charge-Off.

(h)            Inclusion of SIRVA Relo Miscellaneous Receivables .  Schedule I to the Receivables Sale Agreement is hereby amended by deleting the parenthetical phrase “(with respect to Receivables originated by Executive Relo)” from clause (vi) of the definition of “Eligible Receivables,” and by deleting the phrase “originated by Executive Relo” from the definition of “Miscellaneous Receivable”.

(i)             Additional Eligibility Criteria .  The definition of “Eligible Receivables” in Schedule I to the Receivables Sale Agreement is hereby amended by deleting the word “and” at the end of clause (xiv) thereof, replacing the period at the end of clause (xv) with “;” adding the following new clauses:

“(xvi) with respect to any Unbilled Miscellaneous Receivable, such Receivable has been originated by Executive Relo and is owed by an Obligor that was included in Schedule III as such Schedule was in

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effect on December 23, 2004; provided, however, that no Unbilled Miscellaneous Receivable may be an Eligible Receivable after May 30, 2005 unless the Reconciliation Conditions shall have been satisfied on or prior to May 31, 2005 and shall continue to be satisfied; and

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

In addition, clause (viii) of such definition of “Eligible Receivable” is amended by renumbering clause (D) thereof to be clause (E) and inserting the following new clause (D):

“(D)         in the case of such Eligible Relocation Services Agreement, is completely and accurately described in Schedule III ,”.

(j)             Permitted Exceptions .  The definition of “Permitted Exceptions” in Schedule I to the Receivables Sale Agreement is hereby amended by amending and restating clause (iv)(B) thereof to read as follows:

“(B)          if applicable, the Originat