Exhibit 10.4


 


Execution Version


 


AMENDED AND RESTATED SUB-SERVICING AGREEMENT


 


among


 


EXELA TECHNOLOGIES, INC.


 


Servicer


 


and


 


EACH ENTITY LISTED ON SCHEDULE 1 HERETO


 


Sub-Servicer


 


Dated as of June 17, 2022


 






    


     


    

 


TABLE OF CONTENTS


 


Page


 


	ARTICLE I DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	ARTICLE II SERVICING	2
	 	 	 
	Section 2.01	Each Sub-Servicer to Act as Sub-Servicer	2
	 	 	 
	ARTICLE III GENERAL SERVICING PROCEDURES	2
	 	 	 
	Section 3.01	Servicing Compensation, Remittance to Servicer	2
	 	 	 
	ARTICLE IV TERMINATION	3
	 	 	 
	Section 4.01	Termination	3
	Section 4.02	Transfer Procedures	3
	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
    OF SUB-SERVICER AND SERVICER	3
	 	 	 
	ARTICLE VI MISCELLANEOUS PROVISIONS	3
	 	 	 
	Section 6.01	Execution; Binding
    Effect	3
	Section 6.02	Governing Law	4
	Section 6.03	Relationship of Parties	4




 






    i


     


    

 


SCHEDULES


 


	SCHEDULE 1	          LIST
    OF SUB-SERVICERS




 






    ii


     


    

 


This Amended and Restated Sub-Servicing
Agreement (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered
into as of June 17, 2022, by and between EXELA TECHNOLOGIES, INC., a Delaware corporation (the “Servicer”)
and EACH ENTITY LISTED ON SCHEDULE 1 HERETO, severally and not jointly (each, a “Sub-Servicer”).


 


This Agreement hereby amends and
restates in its entirety, as of the date hereof, that certain Sub-Servicing Agreement, dated as of December 17, 2020 (as amended,
supplemented or otherwise modified from time to time prior to the date hereof, the “Original Agreement”), by and between
the Servicer and the Sub-Servicers.


 


WHEREAS, the Servicer has entered
into an Amended and Restated Receivables Purchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the “Receivables Purchase Agreement”), pursuant to which the Servicer has agreed to undertake
certain duties and obligations as the Initial Servicer with respect to the servicing, administration and collection of Collateral (including
the Pool Receivables), subject to the terms and conditions set forth in the Receivables Purchase Agreement;





 


WHEREAS, pursuant to the Receivables
Purchase Agreement, the Servicer may delegate its duties and obligations thereunder to any sub-servicer, provided that, the Initial Servicer
shall remain liable for the performance of the duties and obligations so delegated; and


 


WHEREAS, the Servicer desires
that each Sub-Servicer sub-service the Collateral (including the Pool Receivables) on behalf of Servicer and under the terms herein.


 


NOW, THEREFORE, in consideration
of the mutual premises and agreements set forth herein and for other good and valuable consideration, the receipt and the sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01     Definitions.


 


In this Agreement, unless otherwise
specified, capitalized terms are used as defined in (or by reference in) the Receivables Purchase Agreement.


 


Section 1.02     Amendment
and Restatement; No Novation.


 


The parties hereto acknowledge
and agree that (i) this Agreement amends and restates and supersedes and replaces the Original Agreement as set forth in this Agreement,
and upon the occurrence of the Closing Date, this Agreement restates and, where applicable, amends the Original Agreement; (ii) the
execution and effectiveness of this Agreement does not constitute a novation under the Original Agreement as in effect prior to the date
hereof; and (iii) such obligations (as amended and restated and superseded and replaced hereby) are in all respects continuing as
provided in this Agreement and in the other Transaction Documents (as amended or amended and restated as of the date hereof).


 






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ARTICLE II


 


SERVICING


 


Section 2.01     Each
Sub-Servicer to Act as Sub-Servicer.


 


(a)            Servicer
hereby appoints each Sub-Servicer, and each Sub-Servicer hereby accepts such appointment, to sub-service, administer and collect on the
Collateral (including the Pool Receivable originated by such Sub-Servicer) on behalf of Servicer from and after the date hereof, in accordance
with the terms of this Agreement and the Receivables Purchase Agreement. Without limiting
any other provision of, and except as otherwise expressly provided in, this Agreement, from the date hereof until the termination of
this Agreement, each Sub-Servicer covenants that it will perform, observe and discharge all of the duties, agreements, covenants and
obligations of Servicer under the Receivables Purchase Agreement required to be performed, observed
or discharged on or after the date hereof, and Servicer covenants that each Sub-Servicer is entitled to all rights and benefits under
the Receivables Purchase Agreement unless otherwise agreed by the parties. Each Sub-Servicer shall
have full power and authority, acting alone, to do any and all things in connection with such servicing and administration which such
Sub-Servicer may deem necessary or desirable, consistent with the terms of this Agreement.


 


Notwithstanding anything to the
contrary in this Agreement, each Sub-Servicer shall service any Pool Receivable that is subject to a Contract in accordance with the
terms of such Contract. In the event of any conflict between the terms of the servicing obligations under this Agreement and any applicable
Contract with respect to any Pool Receivables, the applicable Contract shall control with respect to the method of servicing the Pool
Receivables. To the extent that this Agreement contains any terms that are not in conflict with an applicable Contract, the terms of
this Agreement shall apply.


 


(b)            From
and after the date hereof, each Sub-Servicer shall assume responsibility under this Agreement to sub-service and administer the Collateral
(including each Pool Receivable) from time to time, all in accordance with this Agreement, the Receivables
Purchase Agreement and all Applicable Laws, with reasonable care and diligence, and in accordance with the Credit and Collection
Policy and consistent with the past practices of such Sub-Servicer.


 


(c)            Each
Sub-Servicer and the Servicer shall cooperate in good faith to resolve in a mutually agreeable manner any issues or disagreements arising
from the sub-servicing and administering the Pool Receivables.


 


ARTICLE III


 


GENERAL SERVICING PROCEDURES


 


Section 3.01     Servicing
Compensation, Remittance to Servicer.


 


As consideration for servicing
the Collateral, each Sub-Servicer shall receive its share, pro rata, of 90% of the Servicing Fee, between each Sub-Servicer (the “Sub-Servicing
Fee”). Such Sub-Servicing Fee shall be payable by the Servicer from any Servicing Fees paid to the Servicer in accordance with
Section 4.01 of the Receivables Purchase Agreement. Such amounts will be remitted by the Servicer to the Sub-Servicers by
wire transfer by the 15th Business Day of each calendar month or such other time as the parties may mutually agree.


 






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ARTICLE IV





 


TERMINATION


 


Section 4.01     Termination.


 


(a)            Any
Party may terminate this Agreement without cause or payment of a termination fee upon reasonable advance written notice to the other
Parties; provided, that any Sub-Servicer shall automatically be removed from this Agreement concurrently with any removal of such
Person as an Originator under the First Tier Purchase and Sale Agreement.


 


(b)            The
Administrative Agent may (or at the direction of the Required Purchasers shall) terminate this Agreement upon an Initial Servicer Replacement
Event under the Receivables Purchase Agreement by giving reasonable advance written notice of its desire to terminate this Agreement
to the Servicer (and the Servicer shall provide appropriate notice to each Sub-Servicer).


 


(c)            Nothing
set forth herein, shall limit any other rights of any Purchaser Party to terminate this Agreement pursuant to the Receivables Purchase
Agreement, as amended from time to time.


 


Section 4.02     Transfer
Procedures.


 


In the event a Sub-Servicer
is replaced or otherwise transfers servicing with respect to any Collateral pursuant to the terms of this Agreement, such Sub-Servicer
agrees to cooperate with the Servicer or a Successor Servicer, as applicable, and with any party designated as the replacement sub-servicer
in transferring the servicing to such replacement sub-servicer. On or before the date upon which servicing is transferred from a Sub-Servicer
to a replacement sub-servicer (the “Transfer Date”), such Sub-Servicer shall prepare, execute and deliver to the replacement
sub-servicer any and all documents and other instruments, place in such replacement sub-servicer’s possession all Records necessary
or appropriate to effect the purposes of such notice of termination.


 


ARTICLE V


 


REPRESENTATIONS AND WARRANTIES OF SUB-SERVICER

AND SERVICER


 


As of the date hereof, each
Sub-Servicer and the Servicer makes each of the representations and warranties set forth in Section 7.02 of the Receivables
Purchase Agreement as to itself, which representations and warranties are incorporated herein as if set forth herein in their entirety,
mutatis mutandis.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


Section 6.01     Amendments,
Etc.


 


No amendment or waiver of any
provision of this Agreement nor consent to any departure by any Sub-Servicer therefrom shall in any event be effective unless the same
shall be in writing and signed by Servicer, the Seller, the Administrative Agent (with the consent of the Required Purchasers) and (if
an amendment) such Sub-Servicer, and then any such amendment, waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.


 






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Section 6.03     Execution;
Binding Effect.


 


This Agreement may be executed
in one or more counterparts and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed
to be an original; such counterparts, together, shall constitute one and the same agreement. This Agreement shall inure to the benefit
of and be binding upon each Sub-Servicer and the Servicer and their respective permitted successors and assigns. Each party hereto acknowledges
and agrees that Seller, the Administrative Agent, each Lender and the other Affected Persons and each of their respective successors
and permitted assigns are express third party beneficiaries of this Agreement and the provisions of this Agreement are intended for the
benefit of and will be enforceable by and shall not be amended without the consent of the Seller and the Administrative Agent and its
successors, transferees and assigns in their respective capacity as Administrative Agent on behalf of the other Secured Parties.


 


Section 6.04     Governing
Law.


 


THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, EXCEPT TO THE EXTENT THAT THE PERFECTION,
THE EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF ADMINISTRATIVE AGENT OR ANY PURCHASER PARTY IN THE RECEIVABLES AND RELATED ASSETS
IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.


 


Section 6.05     Relationship
of Parties.


 


Nothing herein contained
shall be deemed or construed to create a partnership or joint venture between the parties. The duties and responsibilities of each
Sub-Servicer shall be rendered by it as an independent contractor and not as an agent of the Servicer. Each Sub-Servicer shall have
full control of all of its acts, doings, proceedings, relating to or requisite in connection with the discharge of its duties and
responsibilities under this Agreement.


 


Section 6.06     Waiver
of Jury Trial and Jurisdiction.


 


EACH OF THE PARTIES HERETO
HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER
ANY OF THE OTHER TRANSACTION DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS
ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE
DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY
AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION AND EXECUTED
BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO
OR ANY OF THE OTHER TRANSACTION DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT
OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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EACH PARTY HERETO HEREBY
ACKNOWLEDGES AND AGREES THAT ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING HERETO OR ANY OTHER
TRANSACTION DOCUMENT, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW
YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, GUARANTOR, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (I) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE NON-EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (II) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS;
(III) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, TO IT AT ITS ADDRESS PROVIDED HEREIN IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER IT IN ANY SUCH PROCEEDING
IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (IV) AGREES THAT PARTIES HERETO
RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST IT IN THE COURTS OF ANY OTHER
JURISDICTION.


 


[Signature Pages Follow]


 






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IN WITNESS WHEREOF, the parties
have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the date first above written.


 


	 	EXELA TECHNOLOGIES, INC.
	 	(Servicer)
	 	 
	 	By:	/s/ Shrikant Sortur
	 	 	Name:	Shrikant Sortur
	 	 	Title:	Chief Financial Officer




 


[Signature Page 1 of 3 for A&R Sub-Servicing
Agreement]


 






    


     


    

 


	 	BANCTEC, INC.
 HOV ENTERPRISE
    SERVICES, INC.
 HOV SERVICES, INC.
 HOV SERVICES, LLC
 SOURCECORP BPS INC.
 SOURCECORP MANAGEMENT, INC.

    SOURCEHOV HEALTHCARE, INC.
 UNITED INFORMATION SERVICES, INC.
 ECONOMIC RESEARCH SERVICES, INC.
 J&B
    SOFTWARE, INC.
 REGULUS GROUP, LLC
 REGULUS GROUP II, LLC
 REGULUS INTEGRATED SOLUTIONS LLC
 EXELA ENTERPRISE SOLUTIONS, INC. 
	 	(each a Sub-Servicer)
	 	 
	 	By:	/s/ Shrikant Sortur
	 	 	Name:	Shrikant Sortur
	 	 	Title:	Chief Financial Officer




 


[Signature page 2 of 3 for A&R Sub-Servicing
Agreement]


 






    


     


    

 


	 	NOVITEX GOVERNMENT SOLUTIONS, LLC 
	 	(a Sub-Servicer)
	 	 
	 	By:	/s/ Parrie Ahammer
	 	 	Name:	Parrie Ahammer
	 	 	Title:	Manager




 


[Signature page 3 of 3 for A&R Sub-Servicing
Agreement]


 






    


     


    

 


SCHEDULE 1


 


LIST OF SUB-SERVICERS


 


	Sub-Servicer
	BANCTEC, INC.
	ECONOMIC
    RESEARCH SERVICES, INC.
	EXELA
    ENTERPRISE SOLUTIONS, INC.
	SOURCEHOV
    HEALTHCARE, INC.
	UNITED
    INFORMATION SERVICES, INC.
	HOV
    ENTERPRISE SERVICES, INC.
	HOV
    SERVICES, INC.
	HOV
    SERVICES, LLC
	J&B
    SOFTWARE, INC.
	NOVITEX
    GOVERNMENT SOLUTIONS, LLC
	REGULUS
    GROUP II LLC
	REGULUS
    GROUP LLC
	REGULUS
    INTEGRATED SOLUTIONS LLC
	SOURCECORP
    BPS INC.
	SOURCECORP
    MANAGEMENT, INC.


 






    Schedule 1