Exhibit 10.2


 




EXECUTION VERSION


 





 



 


AMENDED AND RESTATED

FIRST TIER PURCHASE AND SALE AGREEMENT


 


dated as of June 17, 2022


 


between


 


EXELA
TECHNOLOGIES, INC.,


 


as Initial Servicer,


 


and the


 


ORIGINATORS FROM TIME TO TIME PARTY HERETO,


 


as Originators


 


and


 


EXELA RECEIVABLES 3 HOLDCO, LLC


 


as Buyer


 





 



 






     


     


    

 


Table
of Contents


 


	 	Page
	 	 
	
    ARTICLE I              DEFINITIONS
AND RELATED MATTERS
	1
	 	 	 
	SECTION 1.01.	Defined Terms	1
	 	 	 
	SECTION 1.02.	Other Interpretive Matters	3
	 	 	 
	SECTION 1.03.	Amendment and Restatement; No Novation	3
	 	 	 
	
    ARTICLE II             AGREEMENT
TO PURCHASE, SELL AND CONTRIBUTE
	3
	 	 	 
	SECTION 2.01.	Purchase, Sale and Contribution	3
	 	 	 
	SECTION 2.02.	Timing of Purchases, Sales and Contributions	3
	 	 	 
	SECTION 2.03.	Payment of Purchase Price	4
	 	 	 
	SECTION 2.04.	Letters of Credit	4
	 	 	 
	SECTION 2.05.	No Recourse or Assumption of Obligations	5
	 	 	 
	
    ARTICLE III            ADMINISTRATION
AND COLLECTION
	5
	 	 	 
	SECTION 3.01.	Exela to Act as Servicer; Contracts	5
	 	 	 
	SECTION 3.02.	Deemed Collections	6
	 	 	 
	SECTION 3.03.	Actions Evidencing Purchases	7
	 	 	 
	SECTION 3.04.	Reconveyance Under Certain Circumstances	7
	 	 	 
	SECTION 3.05.	Application of Collections	8
	 	 	 
	
    ARTICLE IV            REPRESENTATIONS
AND WARRANTIES
	8
	 	 	 
	SECTION 4.01.	Mutual Representations and Warranties	8
	 	 	 
	SECTION 4.02.	Additional Representations and Warranties of Each Originator	10
	 	 	 
	
    ARTICLE V              GENERAL
COVENANTS
	13
	 	 	 
	SECTION 5.01.	Mutual Covenants	13
	 	 	 
	SECTION 5.02.	Additional Covenants of Each Originator	14
	 	 	 
	SECTION 5.03.	Reporting Requirements	17
	 	 	 
	SECTION 5.04.	Negative Covenants of Each Originator	19
	 	 	 
	
    ARTICLE VI            TERMINATION
OF PURCHASES
	22
	 	 	 
	SECTION 6.01.	[Reserved]	22
	 	 	 
	SECTION 6.02.	Automatic Termination	22



 






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TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	
    ARTICLE VII           INDEMNIFICATION
	22
	 	 	 
	SECTION 7.01.	Each Originator’s Indemnity	22
	 	 	 
	SECTION 7.02.	Contribution	25
	 	 	 
	
    ARTICLE VIII          MISCELLANEOUS
	26
	 	 	 
	SECTION 8.01.	Amendments, Etc.	26
	 	 	 
	SECTION 8.02.	No Waiver; Remedies	26
	 	 	 
	SECTION 8.03.	Notices, Etc.	26
	 	 	 
	SECTION 8.04.	Binding Effect; Assignment	27
	 	 	 
	SECTION 8.05.	Survival	27
	 	 	 
	SECTION 8.06.	Costs and Expenses	27
	 	 	 
	SECTION 8.07.	Execution in Counterparts; Integration	28
	 	 	 
	SECTION 8.08.	Governing Law	28
	 	 	 
	SECTION 8.09.	Waiver of Jury Trial	28
	 	 	 
	SECTION 8.10.	Consent to Jurisdiction; Waiver of Immunities	29
	 	 	 
	SECTION 8.11.	Confidentiality	29
	 	 	 
	SECTION 8.12.	No Proceedings	29
	 	 	 
	SECTION 8.13.	No Recourse Against Other Parties	29
	 	 	 
	SECTION 8.14.	Grant of Security Interest	29
	 	 	 
	SECTION 8.15.	Binding Terms in Other Transaction Documents	30
	 	 	 
	SECTION 8.16.	Joint and Several Liability	30
	 	 	 
	SECTION 8.17.	Severability	30
	 	 	 
	
    ARTICLE IX           JOINDER
OF ADDITIONAL ORIGINATORS; REMOVAL OF ORIGINATORS
	30
	 	 	 
	SECTION 9.01.	Addition of New Originators	30
	 	 	 
	SECTION 9.02.	Removal of Originators	31



 






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Table
of Contents

(continued)


 


Page


 


	ANNEX 1	UCC Details Schedule
	ANNEX 2	Notice Information
	EXHIBIT 9	Form of Joinder Agreement




 






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AMENDED AND RESTATED

FIRST TIER PURCHASE AND SALE AGREEMENT


 


THIS AMENDED AND RESTATED FIRST
TIER PURCHASE AND SALE AGREEMENT dated as of June 17, 2022 (this “Agreement”) is among EXELA TECHNOLOGIES, INC.,
a Delaware corporation (“Exela”), as initial servicer (in such capacity, the “Initial Servicer”),
THE PERSONS IDENTIFIED ON THE SIGNATURE PAGES HERETO AS ORIGINATORS (the “Originators” and each, an “Originator”
unless such Person is no longer an affiliate of Exela as set forth in this Agreement), and EXELA RECEIVABLES 3 HOLDCO, LLC, a Delaware
limited liability company (the “Buyer”).


 


BACKGROUND


 


1.            The
Buyer is a special purpose limited liability company, all of the issued and outstanding membership interests of which are owned by the
Originators.


 


2.            Each
Originator generates Receivables in the ordinary course of its businesses.


 


3.            Each
Originator, in order to finance its business, has Conveyed and wishes to continue to Convey the Receivables and the Related Assets to
the Buyer, and the Buyer is willing to purchase or accept such Receivables and the Related Assets from such Originator, on the terms
and subject to the conditions set forth herein.


 


4.            Each
Originator and the Buyer intend each such Conveyance to be a “true sale” or a “true contribution” or an “absolute
assignment” of Receivables and the Related Assets by such Originator to the Buyer, providing the Buyer with the full benefits of
ownership of the Receivables and Related Assets, and no Originator nor the Buyer intend the transactions hereunder to be characterized
as a loan from the Buyer to the Originators.


 


5.            This
Agreement hereby amends and restates in its entirety, as of the date hereof, that certain First Tier Receivables Purchase and Sale Agreement,
dated as of December 10, 2020 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Original
Agreement”), by and among the Initial Servicer, the Originators and the Buyer.


 


6.            The
Buyer, as seller thereunder, intends to Convey the Receivables and the Related Assets to the Seller, as buyer thereunder, pursuant to
the Second Tier Purchase and Sale Agreement.


 


7.            The
Seller intends to pledge the Receivables and the Related Rights to the Administrative Agent pursuant to the Receivables Purchase Agreement.


 


NOW, THEREFORE, in consideration
of the premises and the mutual agreements herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, agree as follows:


 


ARTICLE I


 


DEFINITIONS
AND RELATED MATTERS


 


SECTION 1.01.     Defined
Terms. In this Agreement, unless otherwise specified: (a) capitalized terms are used as defined in (or by reference in) the
Amended and Restated Receivables Purchase Agreement dated as of June 17, 2022 (as amended, restated, modified or otherwise supplemented
from time to time, the “Receivables Purchase Agreement”) among Exela Receivables 3, LLC, as Seller (“Seller”), Initial
Servicer, the Persons from time to time party thereto as Purchasers, PNC Bank, National Association, as Administrative Agent and LC Bank,
and PNC Capital Markets LLC, as Structuring Agent and (b) as used in this Agreement, unless the context otherwise requires, the
following capitalized terms have the meanings indicated below:


 






    1


     


    

 


“Convey”
means to sell, transfer, assign, contribute or otherwise convey assets; and “Conveyed” and “Conveyance”
have correlative meanings.


 


“Fair
Market Value Discount” means, as of any date of determination, the quotient (expressed as percentage) of (a) one, divided
by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such day, times
(B) a fraction, the numerator of which is the Days’ Sales Outstanding (as of the last day of the prior Settlement Period)
and the denominator of which is 365 or 366, as applicable. The Fair Market Value Discount may be adjusted from time to time by
mutual agreement of the Buyer and the Originators to account for such factors as are customarily reflected in an arm’s-length
purchase and sale of comparable receivables on terms that are no less favorable to the Buyer than would be the case if the
Originators were not Affiliates of the Buyer; provided that any change to the Fair Market Value Discount shall be reasonably
acceptable to the Required Purchasers, shall take effect as of the first day of a calendar month, shall apply only
prospectively and shall not affect the Purchase Price payment in respect of Receivables which came into existence during any
calendar month ending prior to the calendar month during which the Originators and Buyer agree to make such change.


 


“Joinder Agreement”
has the meaning given in Section 9.01.


 


“Purchase and Sale
Termination Date” means, with respect to any Originator, the date that Receivables and Related Assets cease being Conveyed
to the Buyer under this Agreement pursuant to Article VI of this Agreement.


 


“Purchase and Sale
Termination Event” means the occurrence of any of the following events or occurrences:


 


(a)            any
Originator shall fail to make when due any payment or deposit to be made by it under this Agreement or any other Transaction Documents
to which it is a party and such failure shall remain uncured for two (2) Business Days;


 


(b)            any
representation or warranty of any Originator set forth in any Transaction Document shall prove to have been false or incorrect when made
or deemed to be made by such Originator and such breach shall remain uncured (to the extent such breach may be cured) for a period of
five (5) Business Days after the earlier to occur of (x) written notice to such Originator by the Administrative Agent or any
Purchaser and (y) actual knowledge of such Originator; provided, that no breach of a representation or warranty set forth
in Section 4.02(a), (c) or (k) shall constitute a Purchase and Sale Termination Event pursuant to
this clause (b) if the applicable Receivables and Related Assets are reconveyed and the reconveyance price paid as required
pursuant to Section 3.04; provided, further, that such circumstance shall not constitute a Purchase and Sale
Termination Event if such representation or warranty is part of an Information Package or Interim Report, and is corrected promptly (but
not later than two (2) Business Days) after any Originator has knowledge or receives notice thereof;


 


(c)            any
Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement or any other Transaction
Document to which it is a party on its part to be performed or observed and such failure shall continue uncured (to the extent such failure
may be cured) for ten (10) Business Days after the earlier of (i) such Originator having actual knowledge thereof or (ii) written
notice to such Originator by the Administrative Agent or any Purchaser; or


 


(d)            an
Event of Bankruptcy shall have occurred with respect to any Originator.


 






    2


     


    

 


“Related Assets”
means (a) all rights to, but not any obligations under, all Related Security with respect to the Receivables, (b) all Records
(but excluding any obligations or liabilities under the Contracts), (c) all Collections in respect of, and other proceeds of, the
Receivables or any other Related Security, (d) all rights, claims, causes of actions and remedies of any Originator under any Transaction
Documents and any other rights or assets pledged or otherwise Conveyed to Buyer hereunder and (e) all products and proceeds of any
of the foregoing. For the avoidance of doubt, the “Related Assets” shall include any and all rights of an Originator (but
none of the obligations of such Originator) under each Contract pursuant to which a Receivable arises and all of such rights shall be
Conveyed to Buyer hereunder and upon such Conveyance the Originator shall have no continuing right, title or interest in such Contract.


 


SECTION 1.02.     Other
Interpretive Matters. The interpretation of this Agreement, unless otherwise specified, is subject to Section 1.02 of
the Receivables Purchase Agreement, and Section 1.04 of the Receivables Purchase Agreement is hereby incorporated
herein by reference and shall apply as if set forth herein mutatis mutandis.


 


SECTION 1.03.     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; (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); (iv) the Transaction Documents (as amended or amended and restated as of
the date hereof), and the grants of security interests thereunder (including those granted pursuant to the Original Agreement), remain
in full force and effect and are hereby ratified, confirmed and assigned to the Administrative Agent on behalf of the Secured Parties
in accordance with this Agreement; and (v) any Liens under the Transaction Documents as in effect prior to the date hereof in all
respects are continuing and in full force and effect and secure the payment of such respective continuing obligations hereunder.


 


ARTICLE II


 


AGREEMENT
TO PURCHASE, SELL AND CONTRIBUTE


 


SECTION 2.01.     Purchase,
Sale and Contribution. Upon the terms and subject to the conditions set forth in this Agreement, each Originator hereby absolutely
and irrevocably Conveys to Buyer, and Buyer hereby purchases or acquires from each Originator, as applicable, all of such Originator’s
right, title and interest in, to and under the Receivables and the Related Assets, in each case whether now existing or hereafter arising,
acquired, or originated.


 


SECTION 2.02.     Timing
of Purchases, Sales and Contributions.


 


(a)            All
of the Receivables and the Related Assets existing at the opening of each Originator’s business on the Closing Date are hereby
absolutely and irrevocably Conveyed to Buyer on such date in accordance with the terms hereof.


 


(b)            On
and after the Closing Date until the Purchase and Sale Termination Date, upon the creation or acquisition of any Receivable by an Originator,
such Originator shall immediately and automatically (without further action by any Person) be deemed to have absolutely and irrevocably
Conveyed all of such Originator’s right, title and interest in, to and under such Receivable and the Related Assets with respect
to such Receivable, whether existing at such time or arising, acquired or originated thereafter.


 






    3


     


    

 


SECTION 2.03.     Payment
of Purchase Price.


 


(a)            The
purchase price (“Purchase Price”) to be paid to each Originator for the Receivables and the Related Assets at the
time of purchase or acquisition of such Receivables and Related Assets shall equal the product of (i) the Unpaid Balance of each
Receivable then being Conveyed, times the Fair Market Value Discount at such time.


 


(b)            On
the Closing Date (or the date such Originator executes and delivers a Joinder Agreement, if applicable), each Originator shall contribute
Receivables to Buyer as a capital contribution in the amount set forth in a written notice on the date thereof from such Originator to
Buyer, Administrative Agent, and LC Bank.


 


(c)            Buyer
shall pay the related Originator the Purchase Price with respect to each sold Receivable and the Related Assets, created or acquired
by such Originator on the date of purchase thereof as set forth above (i) transfer of funds, to the extent that Buyer has funds
available for that purpose after satisfying Buyer’s obligations under the Receivables Purchase Agreement and/or (ii) if requested
by the related Originator and permitted under the Receivables Purchase Agreement, by causing the Seller to deliver a Letter of Credit
Application and LC Request to the LC Bank to issue one or more Letters of Credit in accordance with Section 2.04 and subject
to the terms and conditions for issuing Letters of Credit under the Receivables Purchase Agreement (including any limitations therein
on the amount of any such issuance); provided, however, to the extent that the Buyer does not have funds available to pay such Purchase
Price due on any day in cash, each Originator, as an equity owner of the Buyer, shall contribute (and shall be deemed to have contributed
without further action or notice by any Person) to the capital of the Buyer Receivables allocable to such insufficiency in return for
an increase in the value of such Originator’s ownership interest in the Buyer.


 


SECTION 2.04.     Letters
of Credit.


 


(a)            Any
Originator may request that the Purchase Price for Receivables sold hereunder be paid by the Buyer causing the Seller to request the
issuance of a Letter of Credit by the LC Bank. Upon the request of such Originator, and subject to the terms and conditions for issuing
Letters of Credit under the Receivables Purchase Agreement (including any limitations therein on the amount of any such issuance), the
Buyer agrees to cause the Seller to deliver a Letter of Credit Application and LC Request to the LC Bank, requesting the LC Bank to issue,
on the applicable date specified by such Originator, Letters of Credit on behalf of the Seller (and, if applicable, on behalf of, or
for the account of, such Originator or an Affiliate of such Originator that is acceptable to the LC Bank in its sole discretion) in favor
of the beneficiaries elected by such Originator or Affiliate of such Originator, with the consent of the Seller. The aggregate stated
amount of the Letters of Credit being issued on any applicable date pursuant to the prior sentence on behalf of such Originator or an
Affiliate of such Originator shall constitute a credit against the aggregate Purchase Price otherwise payable by the Buyer to such Originator
on such applicable date pursuant to Section 2.03. To the extent that the aggregate stated amount of the Letters of Credit
being issued on any applicable date exceeds the aggregate Purchase Price payable by the Buyer to such Originator on such applicable date,
such excess shall be deemed to be a reduction in the Purchase Price payable on the Business Day immediately following the date any such
Letter of Credit is issued. In the event that any such Letter of Credit issued pursuant to this Section 2.04 (i) expires
or is cancelled or otherwise terminated with all or any portion of its stated amount undrawn, (ii) has its stated amount decreased
(for a reason other than a drawing having been made thereunder) or (iii) the Seller’s Reimbursement Obligation in respect
thereof is reduced for any reason other than by virtue of a payment made in respect of a drawing thereunder, then an amount equal to
such undrawn amount or such reduction, as the case may be, shall either be paid in cash to such Originator on the next Payment Date or,
if the Buyer does not then have cash available therefor, such Originator shall contribute (and shall be deemed to have contributed without
further action or notice by any Person) to the capital of the Buyer Receivables allocable to such insufficiency in return for an increase
in the value of such Originator’s equity interest in the Buyer. Under no circumstances shall such Originator (or any Affiliate
thereof (other than the Seller)) nor, for the avoidance of doubt, the Initial Servicer have any reimbursement or recourse obligations
in respect of any Letter of Credit.


 






    4


     


    

 


(b)            In
the event that an Originator requests that any purchases be paid for by the issuance of a Letter of Credit hereunder, such Originator
shall on a timely basis provide the Buyer with such information as is necessary for the Buyer to cause the Seller to obtain such Letter
of Credit from the LC Bank, and shall cause the Buyer to notify the Initial Servicer, the LC Bank, each LC Participant and the Administrative
Agent of the allocations described in clause (a) above. Such allocations shall be binding on the Buyer and such Originator,
absent manifest error.


 


(c)            Each
Originator agree to be bound by the terms of each applicable Letter of Credit Application referenced in the Receivables Purchase Agreement
and that each Letter of Credit shall be subject, as applicable, to the rules of the Uniform Customs and Practice for Documentary
Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance or
the rules of the International Standby Practices (ICC Publication Number 590), as determined by the LC Bank, and any amendments
or revisions thereof adhered to by the LC Bank, as determined by the LC Bank.


 


SECTION 2.05.     No
Recourse or Assumption of Obligations. Except as specifically provided in this Agreement, the Conveyance of Receivables and Related
Assets under this Agreement shall be without recourse to any Originator. Each Originator and Buyer intend the transactions hereunder
to constitute absolute and irrevocable true sales or true contributions or absolute assignments of Receivables and the Related Assets
by each Originator to Buyer, providing Buyer with the full risks and benefits of ownership of the Receivables and Related Assets (such
that the Receivables and the Related Assets would not be property of any Originator’s estate in the event of such Originator’s
bankruptcy).


 


None of Buyer,
Administrative Agent, the Purchasers or the other Affected Persons shall have any obligation or liability under any Receivables or
Related Assets, nor shall Buyer, Seller, Administrative Agent, any Purchaser or the other Affected Persons have any obligation or
liability to any Obligor or other customer or client of any Originator (including any obligation to perform any of the obligations
of any Originator under any Receivables or Related Assets) or to Servicer.


 


ARTICLE III


 


ADMINISTRATION
AND COLLECTION


 


SECTION 3.01.     Exela
to Act as Servicer; Contracts. Pursuant to the Receivables Purchase Agreement, the Initial Servicer has been appointed (subject
to any rights of the Administrative Agent to service the Receivables and the Related Assets for the benefit of Buyer and for the benefit
of Administrative Agent and Seller (as Buyer’s assignees) pursuant to Article IX of the Receivables Purchase Agreement.


 






    5


     


    

 


(a)            Each
Originator shall cooperate with Buyer, Seller and Servicer in collecting amounts due from Obligors in respect of the Receivables.


 


(b)            Buyer
and each Originator hereby grant to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest,
to take or cause to be taken in the name of Buyer or such Originator, as the case may be, any and all steps which are necessary or advisable
to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or other proceeds of the Receivables or other right of
any kind held or transmitted by Buyer or such Originator or transmitted or received by Buyer (whether or not from such Originator) or
such Originator in connection with any Receivable and any Related Assets (including under the related Records).


 


(c)            Each
Originator hereby grants to Buyer and to Administrative Agent, as assignee of Buyer, an irrevocable power of attorney, with full power
of substitution, coupled with an interest, to take or cause to be taken in the name of Buyer or such Originator, as the case may be,
any and all steps which are necessary or advisable to endorse, negotiate, enforce, or otherwise realize on any checks, instruments or
other proceeds of the Receivables or other right of any kind held or transmitted by Buyer or such Originator or transmitted or received
by Buyer (whether or not from such Originator) or such Originator in connection with any Receivable and any Related Assets (including
under the related Records). Notwithstanding the foregoing, the Administrative Agent shall not exercise such power of attorney unless
an Initial Servicer Replacement Event has occurred and is continuing.


 


(d)            Each
Originator shall perform all of its obligations under the Records to the same extent as if the Receivables had not been Conveyed hereunder
and the exercise by each of Buyer, Seller, Servicer, Administrative Agent or any of their respective designees of its rights hereunder
or under the Receivables Purchase Agreement shall not relieve such Originator from such obligations.


 


(e)            Each
Originator hereby covenants and agrees that it shall provide the Servicer with all necessary servicing files and records relating to
the Contracts, Receivables and Related Security.


 


SECTION 3.02.     Deemed
Collections. (a) If on any day the Unpaid Balance of any Receivable originated by any Originator
is: (A) reduced or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed goods or services, or any
revision, cancellation, allowance, rebate, credit memo, discount or other adjustment made by any Originator or any Affiliate of any Originator,
or any setoff, counterclaim or dispute between any Originator or any Affiliate of any Originator, and an Obligor, (B) less than
the amount included in calculating the Net Pool Balance for purposes of any Information Package or Interim Report (for any reason other
than such Receivable becoming a Defaulted Receivable or due to the application of Collections received with respect to such Receivable),
or (C) extended, amended or otherwise modified or waived or any payment term or condition of any related Contract is amended, modified
or waived (except as expressly permitted under Section 9.02(a) of the Receivables Purchase Agreement), then, on such
day, such Originator shall be deemed to have received a Collection of such Receivable, in the amount of such reduction or cancellation
or the difference between the actual Unpaid Balance (as determined immediately prior to the applicable event) and the amount included
in respect of such Receivable in calculating such Net Pool Balance or, in the case of clause (C) above, in the amount that
such extension, amendment, modification or waiver affects the Unpaid Balance of such related Receivable in the sole determination of
the Required Purchasers.


 


Collections deemed received by any Originator under
this Section 3.02(a) are herein referred to as “Deemed Collections”.


 


(b)            Any
Deemed Collections shall be applied as a credit for the account of the Buyer against the Purchase Price of Receivables subsequently purchased
by the Buyer from such Originator hereunder; provided, however if there have been no purchases of Receivables from such
Originator (or insufficiently large purchases of Receivables prior to the Monthly Settlement Date immediately following any such reduction
in the Purchase Price of any Receivable) to create a Purchase Price sufficient to so apply such credit against, the amount of such credit,
shall be transferred to a Collection Account in immediately available funds in the amount of such Deemed Collections on such Monthly
Settlement Date subject to the following proviso; provided, further, that at any time (i) an Amortization Event, Event
of Termination or Unmatured Event of Termination has occurred and is continuing or (ii) on or after the Purchase and Sale Termination
Date or any Seller Obligations Final Due Date, any Deemed Collection shall be transferred to a Collection Account in immediately available
funds in the amount of such Deemed Collections immediately (and in no event more than one Business Day) following the event giving rise
to such Deemed Collections.


 






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SECTION 3.03.     Actions
Evidencing Purchases. On or prior to the Closing Date, each Originator (or Servicer, on behalf of such Originator) shall mark
its records evidencing Receivables and Contracts in a form reasonably acceptable to the Administrative Agent, evidencing that the
Receivables originated by such Originator have been transferred in accordance with this Agreement, and none of the Originators or
Initial Servicer shall change or remove such mark without the consent of the Administrative Agent, as its assignee. In addition,
each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and
documents, and take all further action that Buyer, the Seller or the Administrative Agent, as its assignee, may reasonably request
in order to perfect, protect or more fully evidence the purchases and Conveyances hereunder, or to enable Buyer, the Seller or the
Administrative Agent, as its assignee, to exercise or enforce any of their respective rights with respect to the Receivables and the
Related Assets. Without limiting the generality of the foregoing, each Originator will upon the request of Buyer or the
Administrative Agent: (i) authorize and file such financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or appropriate to perfect the interests of Buyer, Seller and the
Administrative Agent, as its assignee, in the Receivables originated by such Originator and the Related Assets; and (ii) mark
conspicuously each Contract evidencing each Receivable originated by such Originator with a legend, reasonably acceptable to the
Administrative Agent evidencing that the related Receivables have been Conveyed in accordance with this Agreement.


 


(a)            Each
Originator hereby authorizes Administrative Agent (i) to file one or more financing or continuation statements, and amendments thereto
and assignments thereof, naming such Originator as debtor relative to all or any of the Receivables originated by such Originator and
the Related Assets now existing or hereafter arising and (ii) to the extent permitted by the Receivables Purchase Agreement,
to notify Obligors of the assignment of the Receivables originated by such Originator and the Related Assets.


 


(b)            Without
limiting the generality of Section 3.03(a), each Originator hereby authorizes Administrative Agent to file, and shall deliver
and file or cause to be filed appropriate continuation statements, not earlier than six months and not later than three months prior
to the fifth anniversary of the date of filing of the financing statements filed in connection with the Original Closing Date or any
other financing statement filed pursuant to this Agreement, if the Final Payout Date shall not have occurred.


 


SECTION 3.04.     Reconveyance
Under Certain Circumstances. Each Originator agrees to accept the reconveyance from the Buyer of all the Receivables and the Related
Assets if the Buyer notifies any Originator of a breach of any representation or warranty set forth in Section 4.02(a), (c),
(k) or (r) or a material breach of any other representation or warranty made or deemed made by such Originator pursuant
to Article IV with respect to any of the Receivables or the Related Assets, then and such Originator shall fail to cure such
breach within fifteen (15) days (or, in the case of the representations and warranties in Section 4.02(a), three (3) days)
of such notice), then each Originator agrees to accept the reconveyance from the Buyer of all such Receivables and such Related Assets.
The reconveyance price shall be paid by the applicable Originator to the Buyer in immediately available funds by the deposit directly
into a Collection Account on such 15th day (or 3rd day, if applicable) in an amount equal to the aggregate Unpaid Balance of all such
reconvened Receivables at such time.


 






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SECTION 3.05.     Application
of Collections. Any payment by an Obligor in respect of any indebtedness owed by it shall be applied as specified in writing or otherwise
by such Obligor or as required by Applicable Law or by the underlying Contract. If the manner of application of any such payment is not
specified by the related Obligor and is not required by Applicable Law or by the underlying Contract, such payment shall, unless Administrative
Agent (at the direction of the Required Purchasers) instructs otherwise, be applied: first, as a Collection of any Receivable or Receivables
then outstanding of such Obligor, with such Receivables being paid in the order of the oldest first, and, second, to any other indebtedness
of such Obligor.


 


ARTICLE IV


 


REPRESENTATIONS
AND WARRANTIES


 


SECTION 4.01.     Mutual
Representations and Warranties. Each Originator represents and warrants to Buyer, Administrative Agent and each Secured Party, and
Buyer represents and warrants to each Originator, Administrative Agent and each Secured Party as of the date hereof and as of each date
on which a purchase and sale or contribution, as applicable, is made hereunder, as follows:


 


(a)            Organization
and Good Standing. It has been duly organized and is validly existing as a corporation or limited liability company, as applicable,
in good standing under the laws of its jurisdiction of organization, with power and authority to own its properties and to conduct its
business as such properties are presently owned and such business is presently conducted, except to the extent that the failure to have
such power and authority could not reasonably be expected to have a Material Adverse Effect, and with respect to the Buyer, and had at
all relevant times, and now has, all necessary power, authority, and legal right to acquire and own the Receivables.


 


(b)            Due
Qualification. It is duly qualified to do business as a foreign organization in good standing and has obtained all necessary qualifications,
licenses and approvals, in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires
such qualifications, licenses or approvals and the performance by it of its obligations contemplated in the Transaction Documents, except
where the failure to be in good standing or to hold any such qualifications, licenses and approvals could not reasonably be expected
to have a Material Adverse Effect.


 


(c)            Power
and Authority; Due Authorization. It (i) has all necessary power, authority and legal right to (A) execute and deliver
this Agreement and the other Transaction Documents (and Joinder Agreement, if applicable) to which it is a party, (B) carry out
the terms of and perform its obligations under the Transaction Documents to which it is a party, (C) with respect to the Originators,
Convey the Receivables and the Related Assets to Buyer on the terms and conditions herein provided, (D) with respect to Buyer, purchase,
acquire, own, pledge and maintain the Receivables and the Related Assets and (E) grant a security interest in the Receivables and
the Related Assets on the terms and conditions herein provided and (ii) has duly authorized by all necessary corporate or limited
liability company action, as applicable, the execution, delivery and performance of this Agreement and the other Transaction Documents
(and Joinder Agreement, if applicable) to which it is a party in any capacity and the grant of a security interest in the Receivables
and the Related Assets on the terms and conditions herein provided.


 






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(d)            Valid
Security; Binding Obligations. This Agreement constitutes a granting of a valid security interest in the Receivables and the
Related Assets to the Buyer, enforceable against creditors of, and purchasers from, the Buyer; and this Agreement constitutes, and
each other Transaction Document (and Joinder Agreement, if applicable) to be signed by it when duly executed and delivered by it
will constitute, a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization, or other similar Applicable Laws affecting the enforcement
of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law.


 


(e)            No
Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment
of the terms hereof and thereof by it will not, (i) conflict with, result in any breach or (without notice or lapse of time or both)
a default under, (A) its articles of incorporation, by-laws, certificate of formation or limited liability company agreement, as
applicable, or (B) any Debt, (ii) result in the creation or imposition of any Adverse Claim upon any of its property or any
of its Subsidiaries property, other than any Adverse Claim created in connection with this Agreement and the other Transaction Documents,
(iii) conflict with, result in any breach or (without notice or lapse of time or both) a default under any other agreement or instrument
to which it is a party or by which it or any of its properties is bound, (iv) result in the creation or imposition of any Adverse
Claim upon any of its properties pursuant to the terms of any such other agreement or instrument to which it is a party or by which it
or any of its properties is bound, other than any Adverse Claim created in connection with this Agreement and the other Transaction Documents
or (v) violate any Applicable Law applicable to it or any of its properties.


 


(f)            Bulk
Sales Act. No transaction contemplated hereby requires compliance by it with any bulk sales act or similar Applicable Law.


 


(g)            No
Proceedings. There are no actions, suits, proceedings, claims, disputes, or investigations pending, or to its knowledge threatened,
before any Governmental Authority (i) asserting the invalidity of this Agreement or any other Transaction Document (or Joinder Agreement,
if applicable) to which it is a party, (ii) seeking to prevent the Conveyance of any Receivables and Related Assets or the consummation
of the purposes of this Agreement or of any of the other Transaction Documents (or Joinder Agreement, if applicable) to which it is a
party, or (iii) seeking any determination or ruling that has had or could reasonably be expected to have a Material Adverse Effect.


 


(h)            Governmental
Approvals. No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required
for the due execution, delivery and performance by it of this Agreement or any other Transaction Document (or Joinder Agreement, if applicable)
to which it is a party, except for the filing of the UCC financing statements referred to in Article VI of the Receivables
Purchase Agreement, all of which, at the time required in Article VI of the Receivables Purchase Agreement, shall
have been duly filed and shall be in full force and effect.


 


(i)            Litigation.
No injunction, decree or other decision has been issued or made by any Governmental Authority against it or any material portion of its
properties that prevents, and, to its knowledge, no threat by any Person has been made to attempt to obtain any such decision against
it or its properties, and there are no actions, suits, litigation or proceedings pending or threatened against it or its properties in
or before any Governmental Authority that has had or could reasonably be expected to have a Material Adverse Effect or would prevent
it from conducting its business operations relating to the Receivables or the performance of its duties and obligations hereunder or
under the other Transaction Documents.


 


(j)            Ordinary
Course of Business. Each remittance of Collections on the Receivables transferred by such Originator to Buyer under this Agreement
or pursuant to the other Transaction Documents will have been (i) in payment of a debt incurred by such Originator in the ordinary
course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial
affairs of such Originator and the Buyer.


 






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SECTION 4.02.     Additional
Representations and Warranties of Each Originator. Each Originator represents and warrants to Buyer, Administrative Agent and each
Secured Party as of the date hereof and as of each date on which a purchase and sale or contribution, as applicable, is made hereunder,
as follows:


 


(a)            Valid
Sale. This Agreement constitutes an absolute and irrevocable valid sale, transfer and assignment or contribution, as applicable,
of the Receivables originated by such Originator and the Related Assets to Buyer free and clear of any Adverse Claim.


 


(b)            Use
of Proceeds. The use of all funds obtained by such Originator under this Agreement will not conflict with or contravene any of Regulations
T, U and X promulgated by the Federal Reserve Board.


 


(c)            Quality
of Title; Fair Consideration. Prior to its Conveyance to Buyer hereunder, each Receivable originated by such Originator, together
with the Related Assets, is owned by it free and clear of any Adverse Claim; when Buyer purchases or acquires by Conveyance such Receivable
and Related Assets and all Collections and proceeds of any of the foregoing, Buyer shall have acquired legal and equitable title to such
Receivable, for fair consideration and reasonably equivalent value, free and clear of any Adverse Claim; and no financing statement or
other instrument similar in effect covering any Receivable, any interest therein, and the Related Assets is on file in any recording
office, except such as may be filed (i) in favor of Buyer or Seller in accordance with any Purchase and Sale Agreement (and assigned
to the Administrative Agent) and (ii) in favor of the Administrative Agent in accordance with the Receivables Purchase Agreement
or any Transaction Document.


 


(d)            Accurate
Information. No Information Package, Interim Report or any other written information, exhibit, financial statement,
document, book, record or report furnished or to be furnished by or on behalf of such Originator or any of its Affiliates to Buyer,
the Seller, Administrative Agent or any other Secured Party in connection with the Receivables, this Agreement or the other
Transaction Documents, whether before or after the date of this Agreement: (i) was or will be untrue or inaccurate in any
material respect as of the date it was or will be dated or as of the date so furnished; or (ii) contained or will contain when
furnished any material misstatement of fact or omitted or will omit to state a material fact or any fact necessary to make the
statements contained therein not misleading; provided, however, that, with respect to projected financial information and
information of a general economic or industry specific nature, each Originator represents only that such information has been
prepared in good faith based on assumptions believed by such Originator to be reasonable at the time such information was delivered;
and provided, further, that such information are not to be viewed as facts, are subject to significant uncertainties
and contingencies beyond the control of such Originator, no assurance can be given that any particular projection or other
information will be realized and actual results during the period or periods covered by such information may differ from such
projections and that the differences may be material.


 


(e)            UCC
Details. (i) Such Originator’s true legal name as registered in the sole jurisdiction in which it is organized, the jurisdiction
of such organization, its organizational identification number, if any, as designated by the jurisdiction of its organization, its federal
employer identification number, if any, and (ii) the location of its chief executive office and principal place of business are
specified in Annex 1 and the offices where such Originator keeps all its Records are located at the addresses specified in Annex
1 (or at such other locations, notified to Administrative Agent and Buyer in accordance with Section 7.01(l) or
8.01(f) of the Receivables Purchase Agreement), in jurisdictions where all actions required under Section 9.06
of the Receivables Purchase Agreement has been taken and completed. Except as described in Annex 1, such Originator
has no, and has never had any, trade names, fictitious names, assumed names or “doing business as” names and such Originator
has never changed the location of its chief executive office or its true legal name, identity or corporate structure. Each Originator
is organized only in a single jurisdiction.


 






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(f)            Collection
Accounts. The account numbers of the Collection Accounts and related Collection Account Banks are specified in Schedule II
to the Receivables Purchase Agreement.


 


(g)            Tax
Status. Such Originator (i) has timely filed all material Tax returns required to be filed by it and (ii) has paid or caused
to be paid all material Taxes, assessments and other governmental charges, other than Taxes, assessments and other governmental charges
being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided in accordance with GAAP.


 


(h)            Servicing
Programs. No license or approval is required for Servicer or Buyer’s use of any software or other computer program used by
such Originator in the servicing of the Receivables, other than those which have been obtained and are in full force and effect.


 


(i)            Credit
and Collection Policies. Such Originator has complied with the Credit and Collection Policies, and such policies have not changed
since the Closing Date, except in accordance with Section 5.03(f).


 


(j)            Compliance
with Applicable Law. Such Originator has complied in all material respects with all Applicable Laws to which it may be subject (but
not including sanctions, Anti-Terrorism Laws or Anti-Corruption Laws, which are discussed in clause (u) below).


 


(k)            Eligible
Receivables. Each Receivable of such Originator was an Eligible Receivable on the date of any sale or contribution hereunder, unless
otherwise specified in the first Information Package or Interim Report that includes such Receivable.


 


(l)            Adverse
Change. Since December 31, 2020, no event or occurrence exists that has caused, or could reasonably be expected to cause, a
Material Adverse Effect.


 


(m)            Financial
Information. All financial statements of the Parent and its consolidated Subsidiaries delivered in connection with this Agreement
or any other Transaction Document were prepared in accordance with GAAP in effect on such date such statements were prepared and fairly
present in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries and their results
of operations as of the date and for the period presented or provided (other than in the case of annual financial statements, subject
to the absence of footnotes and year-end audit adjustments). Since December 31, 2020, there has been no change in the business,
property, operations or financial condition of the Parent and its Subsidiaries, taken as a whole, that could reasonably be expected to
have a Material Adverse Effect.


 


(n)            Investment
Company Act. Such Originator is not (i) required to register as an “Investment Company” or (ii) “controlled”
by an “Investment Company”, under (and as to each such term, as defined in) the Investment Company Act.


 






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(o)            ERISA.
Except as would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Exela
Party and its respective ERISA Affiliates (i) have fulfilled their obligations under the minimum funding standards of ERISA and
the Code with respect to each Pension Plan; (ii) are in compliance in all material respects with the applicable provisions of ERISA
and the Code with respect to each Pension Plan or Multiemployer Plan; (iii) have not incurred any liability to the PBGC or to any
Pension Plan or Multiemployer Plan under Title IV of ERISA, other than a liability to the PBGC for premiums under Section 4007 of
ERISA already paid or not yet due; (iv) have not incurred any liability to the PBGC or to any Pension Plan under Title IV of ERISA
with respect to a plan termination under Section 4041 of ERISA; and (v) have not incurred any Withdrawal Liability to a Multiemployer
Plan. No steps have been taken by any Person to terminate any Pension Plan the assets of which are not sufficient to satisfy all of its
benefit liabilities under Title IV of ERISA.


 


(p)            [Reserved].


 





(q)            No
Default. No event has occurred and is continuing and no condition exists, or would result from the Conveyance of the Receivables
originated by such Originator, that constitutes or may reasonably be expected to constitute an Initial Servicer Replacement Event, Amortization
Event, Event of Termination or Unmatured Event of Termination.


 


(r)            No
Fraudulent Conveyance; No Avoidance. No Conveyance hereunder constitutes a fraudulent transfer or conveyance under any United States
federal or applicable state bankruptcy or insolvency laws and the rules regulations thereunder or is otherwise void or voidable
under such or similar laws or principles or for any other reason. Each such Conveyance referred to in the preceding sentence shall not
have been made for or on account of an antecedent debt owed by it to the Buyer and, accordingly, no such transfer is or may be voidable
or subject to avoidance under the any United States federal or applicable state bankruptcy or insolvency laws and the rules regulations
thereunder.


 


(s)            Solvent.
Such Originator is Solvent.


 


(t)            Reliance
on Separate Legal Identity. Such Originator hereby acknowledges that the Secured Parties, the Purchasers and the Administrative Agent
are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon such Originator’s
identity as a legal entity separate from any Bankruptcy Remote Entity.


 


(u)            Sanctions
and other Anti-Terrorism Laws; Anti-Corruption Laws. Such Originator represents and warrants that:


 


(i)            No:
(A) Covered Entity, nor any employees, officers, directors, affiliates, consultants, brokers, or agents acting on a Covered Entity’s
behalf in connection with this Agreement: (i) is a Sanctioned Person or (ii) directly, or indirectly through any third party,
is engaged in any transactions or other dealings with any or for the benefit of Sanctioned Person or Sanctioned Jurisdiction, or any
transactions or other dealings that otherwise are prohibited by any Anti-Terrorism Laws; or (B) Receivables and Related Assets is
Embargoed Property.


 


(ii)            Each
Covered Entity has (A) conducted its business in compliance with all Anti-Corruption Laws and (B) has instituted and maintains
policies and procedures designed to ensure compliance with such Laws.


 


(v)            Opinions.
The facts regarding each Exela Party, the Receivables, the Related Assets, the transactions contemplated by the Transaction Documents
and the related matters set forth or assumed in each of the opinions of counsel delivered in connection with this Agreement and the Transaction
Documents are true and correct in all material respects.


 






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(w)            Securitization
Assets.


 


(i)            None
of the Receivables and Related Assets is subject to any Lien of any Debt of Exela or any of its Affiliates other than the Lien of the
Administrative Agent under the Transaction Documents. Without limiting the foregoing, all of the Receivables and Related Assets satisfies
the definition of “Securitization Assets” sold to a “Special Purpose Securitization Subsidiary” in connection
with a “Permitted Securitization Financing,” and therefore is “Excluded Property” that is free and clear of any
Adverse Claim of any Existing Specified Secured Debt.


 


(ii)            As
of the Closing Date, the Exela Parties are not obligated (whether as a Seller, guarantor or otherwise) under any secured Debt outstanding
in an aggregate amount exceeding $75,000,000 other than the Existing Specified Secured Debt and the Transaction Documents.


 


ARTICLE V


 


GENERAL
COVENANTS


 


SECTION 5.01.     Mutual
Covenants. At all times prior to the Final Payout Date, Buyer and each Originator shall:


 


(a)            Compliance
with Applicable Laws, Etc. Comply in all material respects with all Applicable Laws (but with respect to each Originator, not including
sanctions, Anti-Terrorism Laws or Anti-Corruption Laws, which are discussed in Section 5.02(k) below) with respect to it, its
business and its properties, the Receivables and each of the related Contracts.


 


(b)            Preservation
of Existence. Preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its organization, and
qualify and remain qualified to do business and in good standing as a foreign organization in each jurisdiction except where the failure
to qualify or preserve or maintain such existence, rights, franchises or privileges or to be so qualified could not, individually or
in the aggregate reasonably be expected to have a Material Adverse Effect.


 


(c)            Separateness.
(i) To the extent applicable to it, observe the applicable legal requirements for the recognition of any Bankruptcy Remote Entity
as a legal entity separate and apart from Exela and any Affiliate of Exela, including complying with (and causing to be true and correct)
each of the facts and assumptions contained in the legal opinions of counsel delivered in connection with this Agreement and the other
Transaction Documents regarding “true” sale and “substantive consolidation” matters (and any later bring-downs
or replacements of such opinions), and (ii) not take any actions inconsistent with the terms of Section 8.08 of the
Receivables Purchase Agreement or any Bankruptcy Remote Entity’s limited liability company agreement.


 


The
Parent may issue consolidated financial statements that include Buyer, but such financial statements shall contain a footnote
to the effect that the Receivables and Related Assets of Buyer are not available to creditors of the Parent. If any Originator
provides Records relating to Receivables to any creditor of such Originator, such Originator shall also provide to such creditor a
notice indicating that (A) such Receivables have been conveyed to the Buyer, subsequently conveyed by the Buyer to Seller and
pledged to the Administrative Agent in accordance with the Transaction Documents and (B) any Collections held by it relating to
such Receivables are held in trust pursuant to the Receivables Purchase Agreement. Each Originator shall cause its financial
statements to disclose the separateness of Buyer and that the Receivables originated by such Originator are owned by Buyer and are
not available to creditors of such Originator or of its Affiliates.


 






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(d)            Nonpetition
Covenant. Prior to the date that is one year (or, if longer, the applicable preference period then in effect) and one day after the
Final Payout Date, shall not initiate against, or join any Person in initiating against, the Seller (and in the case of any Originator,
the Buyer), any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any applicable federal or state
bankruptcy or similar law, or the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Seller (and in the case of any Originator, the Buyer) or any substantial part of its property or the ordering or winding
up or liquidation of the affairs of the Seller (and in the case of any Originator, the Buyer).


 


SECTION 5.02.     Additional
Covenants of Each Originator. At all times prior to the Final Payout Date, each Originator shall:


 


(a)            Inspections.
(i) From time to time, upon reasonable notice from Buyer, Administrative Agent or each Purchaser Party, as applicable, and during
regular business hours, permit Buyer, Administrative Agent, each other Purchaser Party or any of their respective agents, regulators
or representatives including certified public accountants or other auditors or consultants acceptable to Administrative Agent, such Purchaser
Party or Buyer, as applicable (at the sole cost and expense of such Originator), (A) to examine and make copies of and abstracts
from all Records in the possession or under the control of such Originator or its Affiliates or agents, and (B) to visit the offices
and properties of such Originator or its agents or Affiliates for the purpose of examining such materials described in clause (A) above,
and to discuss matters relating to the Receivables originated by such Originator, such Originator’s performance hereunder or such
Originator’s financial condition and results of operations with any of the officers or employees of such Originator or its Affiliates
having knowledge of such matters; and (ii) without limiting the provisions of clause (i) above, from time to time on
request of the Administrative Agent or the Buyer with reasonable notice and during reasonable business hours, permit certified public
accountants or other consultants or auditors acceptable to Administrative Agent or such Secured Party to conduct, at such Originator’s
expense, a review of Originator’s books and records relating to the Receivables; provided that, unless a Purchase and Sale
Termination Event, Unmatured Event of Termination, Amortization Event or Event of Termination shall have occurred and be continuing at
the time any such audit/inspection is requested, such Originator shall only be required to reimburse any Person for reasonable, documented
costs and expenses related to two such audit/inspections during any calendar year (excluding any audits/inspections requested by Buyer).


 


(b)            Keeping
of Records and Books of Account; Delivery; Location of Records. Maintain and implement, or cause to be maintained and implemented,
administrative and operating procedures (including an ability to recreate records evidencing the Receivables and Related Assets in the
event of the destruction of the originals thereof, backing up on at least a daily basis on a separate backup computer from which electronic
file copies can be readily produced and distributed to third parties being agreed to suffice for this purpose), and keep and maintain,
or cause to be kept and maintained (or transferred to Servicer), all documents, books, records and other information necessary or advisable
to maintain and protect the Receivables and Related Assets and for the collection of all Receivables and Related Assets (including records
adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable
received, made or otherwise processed on that day). At any time during the continuation of an Initial Servicer Replacement Event, Amortization
Event or an Event of Termination, upon request of the Administrative Agent (acting at the direction of the Required Purchasers) or Buyer,
deliver the originals of all Contracts to the Administrative Agent or its designee, together with electronic and other files applicable
thereto, and other Records necessary to enforce the related Receivable against any Obligor thereof.


 






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(c)            Performance
and Compliance with Pool Receivables and Contracts. At its expense, timely and fully perform and comply in all material respects
with all provisions, covenants and other promises required to be observed by it under the Contracts and the Receivables, unless such
Originator or Servicer makes a Deemed Collection in respect of the entire Unpaid Balance thereof in accordance with Section 3.02.


 


(d)            Location
of Records. Keep its principal place of business and chief executive office, and the offices where it keeps its Records (and all
original documents relating thereto), at the address(es) of such Originator referred to in Annex 1 or, upon ten (10) days’
prior written notice to the Administrative Agent and LC Bank, at such other locations in jurisdictions where all action required by Section 9.06
of the Receivables Purchase Agreement shall have been taken and completed.


 


(e)            Credit
and Collection Policies. Comply with the Credit and Collection Policy in regard to each Receivable originated by such Originator
and the Related Assets and not agree to any material changes thereto except as expressly permitted hereunder and under Sections 8.03(c) and
8.06(c) of the Receivables Purchase Agreement.


 


(f)            Collections.
Prior to the Closing Date, deliver written instructions to all Obligors to remit Collections of existing and newly generated
Receivables and the Related Security to a Collection Account. At all times after the Closing Date, (i) on the related invoice,
instruct all Obligors to remit Collections of the Receivables and the Related Security to a Collection Account and (ii) to the
extent that any Obligor remits any Collections other than directly to a Collection Account, promptly (within four (4) Business
Days) notify such Obligor in writing and by telephone to remit any future Collections to a Collection Account. In the event any
Exela Party receives any Collections, any such Collections shall be held in trust by such Exela Party and such Exela Party shall
deposit such Collections in a Collection Account within four (4) Business Days of such receipt thereof. In the event that any
funds other than Collections are deposited into any Collection Account, it (or the Initial Servicer on its behalf) shall within four
(4) Business Days of receipt thereof identify such funds and provide instructions to the Administrative Agent to transfer such
funds to the appropriate Person entitled to such funds. It shall at all times maintain or cause to be maintained such documents,
books, records and other information necessary or advisable to (i) maintain and protect the Receivables and the Related
Security, (ii) on a daily basis identify Collections of the Receivables received from time to time and (iii) segregate
within four (4) Business Days Collections of the Receivables from property of any Exela Party and their respective Affiliates
other than the Seller. It shall ensure that no disbursements are made from any Collection Account, other than such disbursements
that are made in accordance with this Section or Section 4.01 of the Receivables Purchase Agreement.


 


(g)            Agreed
Upon Procedures. Cooperate with Servicer and the designated accountants or consultants for each annual agreed upon procedures report
required pursuant to Sections 8.02(f) and 8.05(g) of the Receivables Purchase Agreement.


 


(h)            Frequency
of Billing. Prepare and deliver (or cause to be prepared and delivered) invoices with respect to each Receivable originated by such
Originator in accordance with its Credit and Collection Policies, but in any event no less frequently than as required under the Contract
related to such Receivable.


 


(i)            Assignment
of Claims Act. If requested by the Administrative Agent, such Originator shall prepare and make any filings under the Federal Assignment
of Claims Act (or any other similar state and local Applicable Law) with respect to Receivables from Obligors that are Governmental Authorities,
that are necessary or desirable in order for the Administrative Agent to enforce such Receivable against the Obligor thereof.


 






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(j)            Insurance.
Keep its insurable properties insured at all times by financially sound and responsible insurers; maintain insurance, to such extent
and against such risks, including fire and other risks insured against by extended coverage, as is customary with companies of the same
or similar size in the same or similar businesses in the same geographic area; maintain in full force and effect public liability insurance
against claims for personal injury or death or property damage occurring upon, in, about or in connection with the use of any properties
owned, occupied or controlled by it, in such amounts and with such deductibles as are customary with companies of the same or similar
size in the same or similar businesses and in the same geographic area; and maintain such other insurance as may be required by Applicable
Law.


 


(k)            Sanctions
and other Anti-Terrorism Laws; Anti-Corruption Laws. Such Originator covenants and agrees that:


 


(i)            it
shall immediately notify the Administrative Agent and each of the Purchasers in writing upon the occurrence of a Reportable Compliance
Event;


 


(ii)            if,
at any time, any Receivables and Related Assets becomes Embargoed Property, then, in addition to all other rights and remedies available
to the Administrative Agent and each of the Purchasers, upon request by the Administrative Agent or any of the Purchasers, the Seller
shall provide substitute Receivables and Related Assets acceptable to the Administrative Agent that is not Embargoed Property;


 


(iii)            it
shall, and shall require each other Covered Entity to, conduct its business in compliance with all Anti-Corruption Laws and maintain
policies and procedures designed to ensure compliance with such Laws;


 


(iv)            it
and its Subsidiaries will not: (A) become a Sanctioned Person or allow any employees, officers, directors, affiliates, consultants,
brokers, or agents acting on its behalf in connection with this Agreement to become a Sanctioned Person; (B) directly, or indirectly
through a third party, engage in any transactions or other dealings with or for the benefit of any Sanctioned Person or Sanctioned Jurisdiction,
including any use of the proceeds of the Investments to fund any operations in, finance any investments or activities in, or, make any
payments to, a Sanctioned Person or Sanctioned Jurisdiction; (C) pay or repay any Seller obligations with Embargoed Property or
funds derived from any unlawful activity; (D) permit any Receivables and Related Assets to become Embargoed Property; or (E) cause
any Purchaser or the Administrative Agent to violate any Anti-Terrorism Law; and


 


(v)            it
will not, and will not permit any its Subsidiaries to, directly or indirectly, use the Investments or any proceeds thereof for any purpose
which would breach any Anti-Corruption Laws in any jurisdiction in which any Covered Entity conducts business.


 


(l)            Exchange
Act Disclosure. It will file a Current Report on Form 8-K under the Exchange Act to report the transactions contemplated by
this Agreement and in its future Forms 10-K and 10-Q until the Final Payout Date. The disclosure in each of such Exchange Act filings
shall include an explicit statement that any amendment or modification to any Existing Specified Secured Debt Documents is prohibited
if such amendment or modification could : (i) by its terms cause any Exela Party to be unable to perform its obligations under the
Transaction Documents, (ii) cause any inaccuracy or breach of any representation, warranty or covenant of any Exela Party (iii) could
subject any existing or subsequently arising Receivables and Related Assets to an Adverse Claim or (iv) adversely affect any rights
or remedies of the Purchaser Parties under the Transaction Documents.


 






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SECTION 5.03.     Reporting
Requirements. From the date hereof until the Final Payout Date, each Originator will furnish (or cause to be furnished) to Buyer,
the Servicer, Administrative Agent and each Purchaser Party each of the following; provided, that notice delivered by any other Exela
Party (notwithstanding the requirement below as to delivery from such Originator or Responsible Officer thereof) as to a given event
shall be deemed to satisfy such requirement:


 


(a)            Financial
Statements and Other Information.


 


(i)            (x) within
sixty (60) days after the close of each fiscal quarter period of each fiscal year of the Parent, the quarterly financial statements
described in Section 8.05(a)(i)(A) of the Receivables Purchase Agreement and (y) within thirty (30) days after
the end of each calendar month of Parent, the monthly reports described in Section 8.05(a)(i)(B) of the Receivables
Purchase Agreement;


 


(ii)            within
105 days after the close of each fiscal year of the Parent, the annual financial statements described in Section 8.05(a)(ii) of
the Receivables Purchase Agreement, and with respect to the Servicer, together with any information required by such Servicer to prepare
and deliver the compliance certificate described in Section 8.05(a)(iii) of the Receivables Purchase Agreement;


 


(iii)            promptly
following a request therefor, any documentation or other information (including with respect to any Exela Party) that Buyer, Administrative
Agent or any Purchaser reasonably requests in order to comply with its ongoing obligations under the applicable “know your customer”
and anti-money laundering rules and regulations, including the PATRIOT Act; and


 


(iv)            from
time to time such further information regarding the business, affairs and financial condition of the Exela Parties as Buyer, Administrative
Agent or any Purchaser shall reasonably request.


 


(b)          ERISA.


 


(i)            Promptly
after the filing or receiving thereof, copies of (I) all reports and notices with respect to any Reportable Event with respect to
any Pension Plan, which any Exela Party or any of their respective ERISA Affiliates files under ERISA with the Internal Revenue Service,
the PBGC or the U.S. Department of Labor or which any Exela Party or any of their respective ERISA Affiliates receives from the Internal
Revenue Service, the PBGC or the U.S. Department of Labor, and (II) all reports and documents which it files under any other applicable
pension benefits legislation that relate to matters concerning, or that would or could, individually or in the aggregate, reasonably
be expected to affect, the Receivables (including the value, the validity, the collectability, or the enforceability thereof), the transactions
contemplated by the Transaction Documents, or the performance of such Originator (or any of its Affiliates), or the ability of such Originator
(or any of its Affiliates) to perform, thereunder.


 






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(ii)         Promptly
after such Originator becomes aware of the occurrence of any of the events listed in clauses (A) through (F) below,
a notice indicating that such event has occurred:


 


		(A)	the Secretary
                                            of the Treasury issues a notice to any Exela Party that a Pension Plan has ceased to be a
                                            plan described in Section 4021(a)(2) of Title IV of ERISA or when the Secretary
                                            of Labor determines that any such plan is not in compliance with Title I of ERISA;



 


		(B)	the Secretary
                                            of the Treasury determines that there has been a termination or a partial termination within
                                            the meaning of Section 411(d)(3) of the Code or any Pension Plan; or there has
                                            been a termination, or notice of a termination, of any Pension Plan under Section 4041
                                            or Section 4042 of ERISA;



 


		(C)	any Pension
                                            Plan fails to meet the minimum funding standards under Section 412 of the Code or Section 302
                                            of ERISA;



 


		(D)	any Pension
                                            Plan is unable to pay benefits thereunder when due;



 


		(E)	any Exela
                                            Party or any of their respective ERISA Affiliates liquidates in a case under the Bankruptcy
                                            Code, or under any similar law as now or hereafter in effect; or



 


		(F)	any Exela
                                            Party or any of their respective ERISA Affiliates incurs Withdrawal Liability.



 


(c)            Defaults.
Notice of the occurrence of any Initial Servicer Replacement Event, Event of Termination, Unmatured Event of Termination, Amortization
Event, or termination of any sale or contribution of Receivables under this Agreement, accompanied if applicable by a written statement
of a Responsible Officer of such Originator setting forth details of such event and the action that such Originator proposes to take
with respect thereto, such notice to be provided promptly (but not later than two (2) Business Days) after such Originator obtains
knowledge of any such event.


 


(d)            Servicing
Programs. If a Successor Servicer has been appointed or if any Initial Servicer Replacement Event, Amortization Event or Event of
Termination has occurred and is continuing and a license or approval is required for Buyer’s, the Administrative Agent’s
or such Successor Servicer’s use of any software or other computer program used by such Successor Servicer in the servicing of
the Receivables, then at the request of Buyer, the Administrative Agent or a Successor Servicer, each Originator, as applicable, shall
at its own expense arrange for Buyer, Administrative Agent or such Successor Servicer to receive any such required license or approval.


 


(e)            Litigation.
Promptly, and in any event within three (3) Business Days after such Originator obtains knowledge thereof, notice of (i) any
litigation, investigation or proceeding (including a contingency thereof) initiated against such Originator and (ii) any development
in litigation previously disclosed by it, in each case, related to an amount in controversy in excess of $10,000,000 or that could otherwise
reasonably be expected to have a Material Adverse Effect.


 


(f)            Change
in Credit and Collection Policies or Business. At least thirty (30) days prior to (i) the effectiveness of any change in or
amendment to the Credit and Collection Policy that could be adverse to the interests of the Purchaser Parties, a description or, if
available, a copy of the Credit and Collection Policy then in effect and a written notice (A) indicating such change or
amendment and (B) requesting Buyer’s, Administrative Agent’s and the Required Purchasers’ consent thereto and
(ii) any change in the character of such Originator’s business that has or could reasonably be expected to materially and
adversely affect the ability of such Originator to perform its obligations hereunder or that would prevent such Originator from
conducting its business operations relating to the Receivables, its servicing of the Receivables or the performance of its duties
and obligations hereunder or under the other Transaction Documents, a written notice indicating such change and requesting
Buyer’s, Administrative Agent’s and the Required Purchasers’ consent thereto.


 






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(g)            Change
in Accountants or Accounting Policy. Promptly notify the Administrative Agent and each Purchaser of any change in (i) the external
accountants of such Originator or (ii) any material accounting policy of such Originator (it being understood that any change to
the manner in which such Originator accounts for the Receivables or the transactions contemplated under the Transaction Documents shall
be deemed “material” for such purpose).


 


(h)            Notice
of Change in Board of Directors. With reasonable promptness, written notice of any change in the Board of Directors (or similar governing
body) of such Originator, any other Exela Party or any Subsidiary of any Exela Party.


 


(i)            Notice
Regarding Material Contracts. Promptly (but in any event within fifteen (15) Business Days) (i) after any material contract
of such Originator, any other Exela Party or any Subsidiary of any Exela Party is terminated or amended in a manner that is materially
adverse to such Originator, any other Exela Party or any Subsidiary of any Exela Party, as the case may be, or (ii) any new material
contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered
to the Administrative Agent, and an explanation of any actions being taken with respect thereto.


 


(j)            Other
Information. Promptly, from time to time, such Records or other information, documents, records or reports respecting the condition
or operations, financial or otherwise, of such Originator as Administrative Agent or Buyer may from time to time reasonably request in
order to protect the interests of Buyer, Administrative Agent or any Purchaser Party under or as contemplated by this Agreement or any
other Transaction Document or to comply with any Applicable Law or any Governmental Authority.


 


(k)            Excluded
Receivables. With reasonable promptness, written notice if the total amount of Excluded Receivables originated in any calendar month
exceeds $150,000.


 


SECTION 5.04.     Negative
Covenants of Each Originator. From the date hereof until the Final Payout Date, each Originator shall not, without the prior written
consent of Administrative Agent, the Required Purchasers, and Buyer, do or permit to occur any act or circumstance which it has covenanted
not to do or permit to occur in any other Transaction Document to which it is a party in any capacity, or:


 


(a)            Sales,
Adverse Claims, Etc. Except as otherwise expressly provided herein or in the other Transaction Documents, sell, assign (by operation
of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to (i) any Receivable
originated by such Originator or any Related Asset or any interest therein, or any Collection Account to which any Collections of any
of the foregoing are sent, or any right to receive income or proceeds (other than the purchase price paid to such Originator hereunder
or any proceeds of Collections remitted to such Originator hereunder to the extent such Originator owes no other amounts hereunder) from
or in respect of any of the foregoing or (ii) its equity interest in Buyer.


 






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(b)            Extension
or Amendment of Receivables. Except as permitted under Section 9.02(a) of the Receivables Purchase Agreement, extend,
amend or otherwise modify the payment terms of any Receivable originated by such Originator or amend, modify or waive any payment term
or condition of any related Contract, in each case unless a corresponding Deemed Collection payment in respect of such Receivable is
made, in full, in connection therewith.


 


(c)            Change
in Credit and Collection Policies or Business. (i) Make or consent to any change in, or waive any of the provisions of, the
Credit and Collection Policies in a manner that could be adverse to the interests of the Purchaser Parties without the prior written
consent of the Buyer, Administrative Agent, and the Required Purchasers or (ii) make any change in the character of such Originator’s
business that has or could reasonably be expected to materially and adversely affect the ability of such Originator to perform its obligations
hereunder or that would prevent such Originator from conducting its business operations relating to the Receivables, its servicing of
the Receivables or the performance of its duties and obligations hereunder or under the other Transaction Documents, without the prior
written consent of Buyer, Administrative Agent and the Required Purchasers.


 


(d)            Change
in Collection Account Banks. (i) Add any bank account not listed on Schedule II as of the Closing Date as a Collection
Account unless the Administrative Agent and the Required Purchasers shall have previously approved and received duly executed copies
of all Account Control Agreements and/or amendments thereto covering each such new account, (ii) terminate any Collection Account
or related Account Control Agreement without the prior written consent of the Administrative Agent and the Required Purchasers and, in
each case, only if all of the payments from Obligors that were being sent to such Collection Account will, upon termination of such Collection
Account and at all times thereafter, be deposited in a Collection Account covered by an Account Control Agreement or (iii) amend,
supplement or otherwise modify any Account Control Agreement without the prior written consent of Administrative Agent and the Required
Purchasers.


 


(e)            Mergers,
Acquisitions, Sales, Etc. Consolidate or merge with or into any other Person (other than with another Originator) or sell, lease
or transfer all or substantially all of its property and assets (other than to another Originator), or agree to do any of the
foregoing, unless (i) no Initial Servicer Replacement Event, Event of Termination, Amortization Event or Unmatured Event of
Termination has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator shall
have given Buyer, LC Bank and Administrative Agent not less than fifteen (15) Business Days’ prior written notice thereof,
(iii) if such Originator is not the surviving corporation or if such Originator sells, leases or transfers all or substantially
all of its property and assets, the surviving corporation or the Person purchasing or being leased the assets is (A) a
Subsidiary of Performance Guarantor and agrees to be bound by the terms and provisions of the Transaction Documents applicable to
such Originator hereunder and (B) an entity organized or existing under the laws of the United States, any state or
commonwealth thereof, the District of Columbia or any territory thereof, (iv) no Change in Control shall result,
(v) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that
its obligations under the Performance Guaranty shall apply to the surviving entity, (vi) Administrative Agent, the Required
Purchasers and Buyer have consented thereto in writing and (vii) Administrative Agent receives such additional certifications,
documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and
adequacy of any new UCC financing statements or amendments to existing UCC financing statements.


 


(f)            Deposits
to Accounts. (i) Deposit or otherwise credit, or cause or permit to be so deposited or credited, or direct any Obligor to deposit
or remit, any Collection or proceeds thereof to any account other than a Collection Account or (ii)  permit funds other than Collections
to be deposited into any Collection Account.


 






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(g)            Change
in Organization, Etc. Change its jurisdiction of organization or its name, identity or corporate organization structure or make any
other change such that any financing statement filed or other action taken to perfect Buyer’s or Administrative Agent’s interests
hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered
ineffective, unless (i) no Initial Servicer Replacement Event, Event of Termination, Amortization Event or Unmatured Event of Termination
has occurred and is continuing or would result immediately after giving effect thereto, (ii) such Originator shall have given Buyer,
LC Bank and Administrative Agent not less than fifteen (15) Business Days’ prior written notice of such change and shall have cured
such circumstances, (iii) no Change in Control shall result, (iv) Performance Guarantor reaffirms in a writing, in form and
substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the new
entity, (v) Administrative Agent, the Required Purchasers, and Buyer have consented thereto in writing, and (vi) Administrative
Agent, the Required Purchasers, and Buyer have received such certificates, documents, instruments, agreements and opinions of counsel
as they shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing
UCC financing statements. Each Originator shall at all times maintain its jurisdiction of organization and its chief executive office
within a jurisdiction in the United States of America in which Article 9 of the UCC is in effect.


 


(h)            Actions
Impairing Quality of Title. Take any action that could cause any Receivable, together with the Related Security, not to be owned
by it free and clear of any Adverse Claim; or take any action that could reasonably be expected to cause Administrative Agent not to
have a valid ownership interest or first priority perfected security interest in the Receivables and Collection Accounts and, to the
extent such security interest can be perfected by filing a financing statement or the execution of an account control agreement, any
Related Security (or any portion thereof) and all cash proceeds of any of the foregoing, in each case, free and clear of any Adverse
Claim; or suffer the existence of any financing statement or other instrument similar in effect covering any Receivable on file in any
recording office except such as may be filed (i) in favor of the Seller in accordance with any Transaction Document or (ii) in
favor of Administrative Agent in accordance with this Agreement or any Transaction Document.


 


(i)            Buyer’s
Tax Status. Take or cause any action to be taken that would cause the Buyer to (i) be treated other than as (a) a “disregarded
entity” within the meaning of U.S. Treasury Regulation § 301.7701-3 that is disregarded as separate from U.S. Person or (b) a
partnership for U.S. federal income tax purposes all of the beneficial owners of which are U.S. Person, in each case, as determined for
U.S. federal income tax purposes or (ii) become an association taxable as a corporation or a publicly traded partnership taxable
as a corporation for U.S. federal income tax purposes. If Buyer is classified as a partnership for U.S. federal income tax purposes,
then it will, to the extent eligible, make an election under Section 6221(b) or Section 6226(a) of the Code (or any
similar election available pursuant to the U.S. Treasury Regulations under Sections 6221 through 6241 of the Code at such time) for the
applicable taxable year or with respect to an applicable determination of partnership adjustment.


 


(j)            [reserved].


 


(k)            Exclusivity.
(i) Sell, factor, assign or otherwise finance any Receivables (or similar assets and property that would be Receivables or Related
Assets if Conveyed hereunder) except as contemplated by this Agreement and the other Transaction Documents or (ii) enter into any
contract which evidences a Receivable with any Obligor which is not sold or contributed pursuant to this Agreement.


 






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(l)            Restrictions
on Exela Secured Debt. Permit any Exela Party or any Affiliate thereof to incur any new secured Debt or consent to any amendment
or modification to any Debt of Exela or any of its Affiliates, including (without limitation) any Existing Specified Secured Debt Documents,
the effect of which could: (i) by its terms cause any Exela Party to be unable to perform its obligations under the Transaction
Documents, (ii) cause any inaccuracy or breach of any representation, warranty or covenant of any Exela Party (iii) could subject
any existing or subsequently arising Receivables and Related Assets to an Adverse Claim or (iv) adversely affect any rights or remedies
of the Purchaser Parties under the Transaction Documents.


 


ARTICLE VI


 


TERMINATION
OF PURCHASES


 


SECTION 6.01.     [Reserved].


 


SECTION 6.02.     Automatic
Termination. This Agreement shall automatically terminate upon the earliest of (i) an Event of Bankruptcy shall have occurred
and remain continuing with respect to Buyer and (ii) the Final Payout Date.


 





ARTICLE VII


 


INDEMNIFICATION


 


SECTION 7.01.     Each
Originator’s Indemnity. General Indemnity. Without limiting any other rights which any such Person may have hereunder
or under Applicable Law, but subject to Section 8.06, each Originator, jointly and severally, hereby agrees to indemnify
and hold harmless Buyer, Buyer’s Affiliates, the Seller, Administrative Agent and any Secured Party under the Receivables Purchase
Agreement and all of their respective successors, transferees, participants and assigns, and all officers, members, managers, directors,
shareholders, officers, employees and agents of any of the foregoing (each an “Originator Indemnified Party”), forthwith
on demand, from and against any and all damages, losses, claims, liabilities and related reasonable and documented out-of-pocket costs
and expenses (including all filing fees), including reasonable and documented Attorney Costs, and reasonable consultants’ and accountants’
fees and disbursements (all of the foregoing being collectively referred to as “Originator Indemnified Amounts”) awarded
against or incurred by any of them arising out of, resulting from, relating to or in connection with the Transaction Documents, any of
the transactions contemplated thereby (including the issuance of, or the fronting for, any Letter of Credit), or the ownership, maintenance
or purchasing of the Receivables or in respect of or related to any Receivable or Related Assets, the issuance or drawing of any Letter
of Credit or otherwise arising out of or relating to or in connection with the actions or inactions of Buyer, Performance Guarantor,
such Originator or any Affiliate of any of them; provided, notwithstanding anything to the contrary in this Article VII,
excluding Originator Indemnified Amounts solely to the extent (x) resulting solely from the gross negligence or willful misconduct
on the part of such Originator Indemnified Party, as determined by a final non-appealable judgment by a court of competent jurisdiction
or (y) that constitute recourse with respect to a Receivable or the Related Assets by reason of an Event of Bankruptcy or insolvency,
or the financial or credit condition or financial default, of the related Obligor. Without limiting or being limited by the foregoing,
each Originator, jointly and severally, shall pay on demand indemnify, subject to the express limitations set forth in this Section 7.01,
and hold harmless each Originator Indemnified Party for any and all amounts necessary to indemnify such Originator Indemnified Party
from and against any and all Originator Indemnified Amounts arising out of, relating to, resulting from or in connection with:


 


(a)            the
transfer by such Originator of any interest in any Receivable other than the Conveyance of any Receivable and Related Assets to Buyer
pursuant to this Agreement and the grant of a security interest or ownership interest to Buyer pursuant to this Agreement or the subsequent
assignment to the Seller and pledge to the Administrative Agent;


 






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(b)            any
representation, warranty or statement made or deemed made by such Originator (or any of its officers or Affiliates) under or in connection
with this Agreement, any of the other Transaction Document, any Information Package, any Interim Report or any other information or report
delivered by or on behalf of any Originator pursuant hereto, which shall have been untrue, false or incorrect when made or deemed made;


 


(c)            the
failure of such Originator to comply with the terms of any Transaction Document, the Federal Assignment of Claims Act or any other similar
state and local law or any other Applicable Law with respect to any Receivable or the Related Assets (including with respect to any Receivable
or Related Assets transferred by such Originator) or the nonconformity of any such Receivable or Related Assets with any such Applicable
Law;


 


(d)            the
lack of an enforceable ownership interest or a first priority perfected security interest in the Receivables (and all Related Assets)
transferred by such Originator, or purported to be transferred by such Originator, to Buyer pursuant to this Agreement against all Persons
(including any bankruptcy trustee or similar Person), in each case free and clear of any Adverse Claim;


 


(e)            any
attempt by any Person (including Buyer) to void the transfers by such Originator contemplated hereby under statutory provisions or common
law or equitable action;


 


(f)            the
failure to have filed, or any delay in filing, financing statements, financing statement amendments, continuation statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Laws with respect to any Receivable
and the other Related Assets in respect thereof, transferred by such Originator, or purported to be transferred by such Originator, to
Buyer pursuant to this Agreement whether at the time of any purchase or acquisition, as applicable, or at any subsequent time;


 


(g)            any
dispute, claim, offset, defense, or other similar claim or defense (other than discharge in bankruptcy) of an Obligor to the payment
of any Receivable in, or purporting to be in, the Receivables Pool transferred by such Originator, or purported to be transferred by
such Originator, to Buyer pursuant to this Agreement (including a defense based on such Receivable or the Related Assets not being a
legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any other claim resulting from
or relating to collection activities with respect to such Receivable or any other claim resulting from the sale of the goods, merchandise
or rendering of services related to such Receivable or the furnishing or failure to furnish such goods, merchandise or services, or other
similar claim or defense not arising from the financial inability of any Obligor to pay undisputed indebtedness;


 


(h)            any
failure of such Originator to perform any of its duties or obligations in accordance with the provisions hereof and of each other Transaction
Document or to timely and fully comply with the Credit and Collection Policy in regard to the Receivables;


 


(i)            any
suit or claim related to the Receivables or Related Assets transferred by such Originator, or purported to be transferred by such Originator,
to Buyer pursuant to this Agreement (including any products liability or environmental liability claim arising out of or in connection
with merchandise or services that are the subject of any such Receivable or Related Asset);


 






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(j)            any
products liability, environmental or other claim arising out of or in connection with any Receivable or Related Assets or other merchandise,
goods or services which are the subject of or related to any Receivable or Related Assets;


 


(k)            the
ownership, delivery, non-delivery, possession, design, construction, use, maintenance, transportation, performance (whether or not
according to specifications), operation (including the failure to operate or faulty operation), condition, return, sale, repossession
or other disposition or safety of any Related Assets (including claims for patent, trademark, or copyright infringement and claims for
injury to persons or property, liability principles, or otherwise, and claims of breach of warranty, whether express or implied);


 


(l)            any
investigation, litigation or proceeding (actual or threatened) related to this Agreement or any other Transaction Document or the use
of proceeds of any purchase hereunder or in respect of any Receivable or other Related Assets or any related Contract (except to the
extent relating to a credit losses on the Receivable by reason of an Event of Bankruptcy or insolvency, or the financial or credit condition
or financial default, of the related Obligor);


 


(m)            any
failure of such Originator to comply with its covenants, obligations and agreements contained in this Agreement or any other Transaction
Document;


 


(n)            (i) if
legally required, the failure by such Originator to notify any Obligor of the assignment pursuant to the terms hereof of any Receivable
or Related Assets to Buyer (and subsequently, as transferred pursuant to the Second Tier Purchase and Sale Agreement to the Seller and
as pledged under the Receivables Purchase Agreement to Administrative Agent for the benefit of Purchaser) or (ii) the failure to
require that all Collections of Receivables be deposited directly in a Collection Account covered by an Account Control Agreement;


 


(o)            the
failure by such Originator to comply with the “bulk sales” or analogous Applicable Laws of any jurisdiction;


 


(p)            any
Taxes imposed upon any Originator Indemnified Party or upon or with respect to the Receivables transferred by such Originator (whether
or not imposed on any Person, including a Purchaser), or purported to be transferred by such Originator, to Buyer pursuant to this Agreement
arising by reason of the purchase or ownership, contribution or sale of such Receivables (or of any interest therein) or Related Assets;


 


(q)            any
failure of such Originator to perform any of its respective duties or obligations under any Contract related to any Receivable;


 


(r)            any
failure by any Exela Party to obtain any Obligor’s consent to any transfer, sale or assignment of any rights and duties under a
Contract that requires the Obligor thereunder to consent to any such transfer, sale or assignment of any rights and duties thereunder;


 


(s)            the
failure by such Originator or the Buyer to pay when due any Taxes, including sales, excise or personal property taxes with respect to
the Receivables or Related Assets;


 


(t)            any
claim brought by any Person other than an Originator Indemnified Party arising from any activity by such Originator or an Affiliate of
such Originator in servicing, administering or collecting any Receivable or Related Asset;


 






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(u)          any
loss arising, directly or indirectly, as a result of the failure by such Originator to timely collect and remit to the appropriate authority
any sales or similar transfer type Taxes on or with respect to the Receivables or Related Assets (to the extent not duplicative of clause
(p) above);


 


(v)          any
commingling of any Collections by such Originator relating to the Receivables or Related Assets with any of its own funds (other than
other Collections of Receivables and Related Assets) or the funds of any other Person;


 


(w)          the
failure or delay to provide any Obligor with an invoice or other evidence of indebtedness;


 


(x)          any
failure by such Originator to obtain consent from any Obligor prior to the Conveyance of any Receivable and Related Assets pursuant to
the terms of this Agreement;


 


(y)          any
breach of any Contract as a result of the Conveyance thereof or any Receivables related thereto pursuant to this Agreement;


 


(z)          any
inability of such Originator or Buyer to assign any Receivable or Related Asset as contemplated under the Transaction Documents; or the
violation or breach by such Originator of any confidentiality provision, or of any similar covenant of non-disclosure, with respect
to any Contract, or any other Originator Indemnified Amount with respect to or resulting from any such violation or breach;


 


(aa)        any dispute,
claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable (including
a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable
against it in accordance with its terms), or any other claim resulting from the sale of goods or the rendering of services related to
such Receivable or the furnishing or failure to furnish any such goods or services or other similar claim or defense not arising from
the financial inability of any Obligor to pay undisputed indebtedness;





 


(bb)        any other
amount paid or payable pursuant to Section 5.02 or 14.04 of the Receivables Purchase Agreement;


 


(cc)        the failure
to pay when due any Taxes described in clauses (a), (b) and (c) of Section 5.03 of the Receivables
Purchase Agreement;


 


(dd)       any claim,
litigation, suit, arbitration or other adversarial proceeding to which any Exela Party or any of its Affiliates is a party; or


 


(ee)        any setoff
with respect to any Receivable.


 


SECTION 7.02.     Contribution.
If for any reason the indemnification provided above in this Article VII is unavailable to an Originator Indemnified Party or is
insufficient to hold an Originator Indemnified Party harmless, then each Originator shall contribute to the amount paid or payable by
such Originator Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect
not only the relative benefits received by such Originator Indemnified Party on the one hand and such Originator on the other hand but
also the relative fault of such Originator Indemnified Party as well as any other relevant equitable considerations.


 






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ARTICLE VIII


 


MISCELLANEOUS


 


SECTION 8.01.     Amendments,
Etc. No amendment or waiver of any provision of this Agreement nor consent to any departure by any Originator therefrom shall in
any event be effective unless the same shall be in writing and signed by Buyer, Administrative Agent (with the consent of the Required
Purchasers) and (if an amendment) such Originator, and if such amendment or waiver affects the obligations of the Performance Guarantor,
the Performance Guarantor consents in writing thereto, and then any such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given. No Originator may amend or otherwise modify any other Transaction Document
executed by it without the written consent of Buyer, Administrative Agent the Required Purchasers, and if such amendment or waiver affects
the obligations of the Performance Guarantor, the Performance Guarantor consents in writing thereto.


 


SECTION 8.02.     No
Waiver; Remedies. No failure on the part of Buyer or any Originator Indemnified Party to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any other right, power or remedy. If an Event of Termination
has occurred and is continuing, Buyer (or Administrative Agent as assignee of Buyer’s rights hereunder) shall have, in addition
to all other rights and remedies under this Agreement, any other Transaction Document or otherwise, all other rights and remedies provided
under the UCC of each applicable jurisdiction and other Applicable Laws (including all the rights and remedies of a secured party upon
default under the UCC (including the right to Convey any or all of the Receivables and Related Assets)). The rights and remedies herein
provided are cumulative and not exclusive of any rights or remedies provided by Applicable Law. Each Originator hereby consents to and
agrees to be bound by the specific remedies provisions of Section 9.03 and 9.04 of the Receivables Purchase Agreement as if they
were set forth herein mutatis mutandis. Without limiting the foregoing, the Administrative Agent, the LC Bank, each Purchaser and their
respective Affiliates (the “Set-off Parties”) are each hereby authorized by each of the parties hereto, at any time
and from time to time during the continuance of an Event of Termination, to the fullest extent permitted by Applicable Law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by and other indebtedness
at any time owing to any such Set-off Party to or for the credit to the account of such party, against all due but unpaid obligations
of such party, now or hereafter existing under this Agreement or any other Transaction Document (other than in respect of any repayment
of the Aggregate Capital or Yield by Buyer pursuant to the Receivables Purchase Agreement), to any Affected Person, any Originator Indemnified
Party or any other Affected Person; provided, that any Set-off Party shall notify such party prior to or concurrently with any such set
off.


 


SECTION 8.03.     Notices,
Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including
facsimile and email communication) and faxed, emailed or delivered, to each party hereto, at its address set forth under its name Annex
2 or at such other address, facsimile number or email address as shall be designated by such party in a written notice to the other parties
hereto. Notices and communications by (i) facsimile shall be effective when sent (and shall be followed by hard copy sent by regular
mail), (ii) e-mail shall be effective when transmitted to an e-mail address and (iii) notices and communications sent by other
means shall be effective when received; provided that notices and communications to the Administrative Agent shall not be effective
until received by the Administrative Agent and all notices from or to a Purchaser Party shall be sent through the Administrative Agent.


 






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SECTION 8.04.     Binding
Effect; Assignment. Each Originator acknowledges that institutions providing financing (by way of loans or the issuance of Letters
of Credit) pursuant to the Receivables Purchase Agreement may rely upon the terms of this Agreement. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns and shall also, to the extent provided
herein, inure to the benefit of the parties to the Receivables Purchase Agreement. Each Originator acknowledges that Buyer’s rights
under this Agreement may be collaterally assigned to Seller under the Second Tier Purchase and Sale Agreement and to the Administrative
Agent or another Secured Party under the Receivables Purchase Agreement, consents to such assignment and to the exercise of those rights
directly by Seller, the Administrative Agent or another Secured Party to the extent permitted by the Second Tier Purchase and Sale Agreement
or the Receivables Purchase Agreement and acknowledges and agrees that Seller, the Administrative Agent, a Purchaser 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 8.05.     Survival.
The rights and remedies with respect to any breach of any representation and warranty made by any Originator or Buyer pursuant to Section 3.02
or Article IV the indemnification provisions of Article VII, and the provisions of Sections 3.04,
8.04, 8.05, 8.06, 8.08, 8.09, 8.10, 8.11, 8.12 and 8.14 shall survive
any termination of this Agreement.


 


SECTION 8.06.     Costs
and Expenses. In addition to its obligations under Article VII whether or not the transactions contemplated hereby shall be
consummated, each Originator, jointly and severally, agrees to pay promptly (a) all of Buyer’s, each Purchaser Party’s
and Administrative Agent’s actual and reasonable costs and expenses of preparation of the Transaction Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the reasonable fees, expenses and disbursements of outside counsel to
Buyer, each Purchaser Party and Administrative Agent in connection with the negotiation, preparation, execution and administration of
the Transaction Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested
by any Exela Party; (c) all the actual costs and reasonable expenses of creating and perfecting security interests in favor of Administrative
Agent, for the benefit of Secured Parties, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search
fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to Buyer, each Purchaser Party and Administrative
Agent and of counsel providing any opinions that any Purchaser Party may request in respect of the Receivables and Related Assets or
security interests created pursuant to the Transaction Documents; (d) all of Buyer, each Purchaser Party’s and Administrative
Agent’s actual costs and reasonable fees, expenses for, and disbursements of any of Buyer’s, such Purchaser Party’s
or Administrative Agent’s auditors, accountants, consultants or appraisers whether internal or external, and all reasonable attorneys’
fees (including allocated costs of internal counsel and expenses and disbursements of outside counsel) incurred by Buyer, each Purchaser
Party and the Administrative Agent; (e) all the actual costs and reasonable expenses (including the reasonable fees, expenses and
disbursements of any appraisers, consultants, advisors and agents employed or retained by Administrative Agent and its counsel) in connection
with the custody or preservation of any of the Receivables and Related Assets; (f) all the actual costs and reasonable expenses
of the Purchaser Parties, Administrative Agent and Purchasers in connection with the attendance at any meetings in connection with this
Agreement and the other Transaction Documents; (g) all other actual and reasonable costs and expenses incurred by Buyer, each Purchaser
Party and Administrative Agent in connection with the syndication of the Investments and Commitments and the negotiation, preparation
and execution of the Transaction Documents and any consents, amendments, waivers or other modifications thereto and the transactions
contemplated thereby; and (h) after the occurrence of an Initial Servicer Replacement Event, an Unmatured Event of Termination,
Amortization Event or an Event of Termination, all costs and expenses, including reasonable attorneys’ fees (including allocated
costs of internal counsel) and costs of settlement, incurred by Buyer, any Purchaser Party, Administrative Agent and Purchasers in collecting
any payments due from any Exela Party hereunder or under the other Transaction Documents by reason of such Initial Servicer Replacement
Event, Unmatured Event of Termination, Amortization Event or Event of Termination (including in connection with the sale of, collection
from, or other realization upon any of the Receivables or Related Assets or the enforcement of the Transaction Documents) or in connection
with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work out” or pursuant
to any insolvency or bankruptcy cases or proceedings.


 






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SECTION 8.07.     Execution
in Counterparts; Integration. This Agreement may be executed in any number of counterparts and by the different parties in separate
counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute
one and the same Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic
imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this
Agreement. This Agreement, together with the other Transaction Documents, contains a final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall constitute the entire understanding among the parties hereto
with respect to the subject matter hereof, superseding all prior oral or written understandings.


 


SECTION 8.08.     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 8.09.     Waiver
of Jury Trial. 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 8.09 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 TRANSACTIONS CONTEMPLATED HEREBY 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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SECTION 8.10.     Consent
to Jurisdiction; Waiver of Immunities. EACH ORIGINATOR AND BUYER HEREBY ACKNOWLEDGES AND AGREES THAT:


 


(a)            ALL
JUDICIAL PROCEEDINGS BROUGHT AGAINST IT 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, IT,
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
IN THIS AGREEMENT 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 PURCHASER PARTIES 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.


 


(b)            IT
CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO IT AT ITS
ADDRESS SPECIFIED IN THIS AGREEMENT. NOTHING IN THIS SECTION 8.10 SHALL AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY
OTHER PURCHASER PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.


 


SECTION 8.11.     Confidentiality.
Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 14.06 of the Receivables Purchase
Agreement as if they were set forth herein mutatis mutandis.


 


SECTION 8.12.     No
Proceedings. Each Originator agrees, for the benefit of the parties to the Receivables Purchase Agreement, that it will not institute
against, or join any other Person in instituting against, any Bankruptcy Remote Entity any Event of Bankruptcy until one year and one
day after the Final Payout Date. In addition, all amounts payable by Buyer to any Originator pursuant to this Agreement shall be payable
solely from funds available for that purpose.


 


SECTION 8.13.     No
Recourse Against Other Parties. No recourse under any obligation, covenant or agreement of Buyer contained in this Agreement shall
be had against any stockholder, employee, officer, director, member, manager incorporator or organizer of Buyer.


 


SECTION 8.14.     Grant
of Security Interest. It is the intention of the parties to this Agreement that each Conveyance of each Originator’s right,
title and interest in and to the Receivables, the Related Assets and all the proceeds of all of the foregoing (collectively, the “Transferred
Assets”) to Buyer pursuant to this Agreement shall constitute an absolute and irrevocable purchase and sale or capital contribution,
as applicable, and not a loan or pledge. Notwithstanding the foregoing, if the Conveyance hereunder shall be characterized as a loan
and not a transfer and/or contribution, then (i) this Agreement shall be deemed to be, and hereby is, a security agreement within
the meaning of the Uniform Commercial Code and other applicable law and (ii) any applicable Conveyance by any Originator pursuant
to this Agreement shall be deemed to be, and hereby is, the granting and creation of a first priority security interest in such Originator’s
right, title and interest in such Transferred Assets (whether now owned or hereafter acquired) and all proceeds of the foregoing to secure
an obligation of such Originator to pay over and transfer to Buyer any and all distributions received by such Originator in relation
to the applicable Transferred Assets from time to time, whether in cash or in kind, so that the Buyer will receive all distributions
under and proceeds of and benefits of ownership of the applicable Transferred Assets. If any Conveyance hereunder shall be characterized
as a loan and not as a transfer and/or contribution, the Buyer and its assignees shall have, with respect to such applicable Transferred
Assets and other related rights, in addition to all the other rights and remedies available to the Buyer and its assignees hereunder
and under the underlying instruments, all the rights and remedies of a secured party under any applicable Uniform Commercial Code or
any equivalent foreign law, as applicable. Each applicable Originator and the Buyer shall take such actions as may be necessary to ensure
that any security interest pursuant to this Section 8.14 would be deemed to be a first priority perfected security interest in favor
of the Buyer under Applicable Law and will be maintained as such throughout the term of this Agreement or until such time as the applicable
Conveyance is no longer deemed to be the granting of a security interest.


 






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SECTION 8.15.     Binding
Terms in Other Transaction Documents. Each Originator hereby makes for the benefit of the Administrative Agent, each Purchaser, each
other Secured Party, each of the representations, warranties, covenants, and agreements, and accepts all other binding terms, including
the waiver of any rights, which are made applicable to any Originator in any other Transaction Document, each as if the same (together
with any provisions incorporated therein by reference) were set forth in full herein.


 


SECTION 8.16.     Joint
and Several Liability. Each of the representations, warranties, covenants, obligations, indemnities and other undertakings of any
Originator hereunder shall be made jointly and severally, and are joint and several liabilities of each of the Originators hereunder.


 


SECTION 8.17.     Severability.
Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.





 


ARTICLE IX


 


JOINDER
OF ADDITIONAL ORIGINATORS; REMOVAL OF ORIGINATORS


 


SECTION 9.01.     Addition
of New Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer,
the Required Purchasers and the Administrative Agent, provided, that the following conditions are satisfied on or before the date of
such addition:


 


(a)            Servicer
shall have given Administrative Agent, LC Bank and Buyer at least thirty (30) days’ prior written notice of such proposed
addition and the identity of each such proposed additional Originator and shall have provided such other information with respect to
such proposed additional Originator as Administrative Agent or LC Bank may reasonably request;


 


(b)            Performance
Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative
Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each such proposed additional Originator’s
obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator is a party in any capacity;


 






    30


     


    

 


(c)            each
such proposed additional Originator has executed and delivered to the Buyer and Administrative Agent an agreement substantially in the
form attached hereto as Exhibit 9 (a “Joinder Agreement”);


 


(d)            each
such proposed additional Originator has delivered to Buyer and Administrative Agent each of the applicable documents with respect to
such Originator described in Section 6.01 of the Receivables Purchase Agreement;


 


(e)            the
Purchase and Sale Termination Date shall not have occurred;


 


(f)            no
Initial Servicer Replacement Event, Event of Termination, Amortization Event or Unmatured Event of Termination shall have occurred and
be continuing; and


 


(g)            each
such proposed additional Originator is organized under the laws of the United States or any state of subdivision thereof.


 


SECTION 9.02.     Removal
of Originators. If in connection with a Business Unit Sale, Parent (or another Exela Party) enters into definitive agreements to
sell the Capital Stock of any Originator (a “Terminating Originator”) or all or substantially all of such Terminating
Originator’s assets to a Person that is not Exela or an Affiliate of Exela then such Terminating Originator may terminate its obligation
to sell and assign Receivables and Related Assets to Buyer hereunder so long as each of the following conditions is satisfied:


 


(a)            Buyer
and the Administrative Agent, shall have received prior written notice from Exela or such Terminating Originator specifying the effective
date for such termination which shall not be sooner than five (5) days after Buyer and the Administrative Agent receives such notice;


 


(b)            immediately
after giving effect to such termination, no Capital Coverage Deficit shall exist (and the Servicer shall have delivered an Interim Report
setting forth the calculations evidencing satisfaction of this condition precedent);


 


(c)            both
immediately before and after giving effect to such termination, no Purchase and Sale Termination Event, Initial Servicer Replacement
Event, Amortization Event, Event of Termination or Unmatured Event of Termination shall have occurred and be continuing or shall reasonably
be expected occur (unless such sale of the Terminating Originator or its assets shall cure such event) and such Terminating Originator
shall be deemed to have represented and warranted as to such on and as of the Termination Effective Date (such representation and warranty
to survive such Terminating Originator’s termination as a party hereto) and, in connection therewith, Liquidity and Capital Coverage
Amount shall be reported on a pro forma basis;


 


(d)            any
existing Pool Receivables originated by such Terminating Originator are repurchased by such Terminating Originator pursuant to an agreement
acceptable to the Administrative Agent;


 


(e)            such
Terminating Originator is not obligated to perform any transitional services with respect to any Receivable or Contract other than those
Receivables being repurchased pursuant to clause (d) hereof or any Transaction Document other than those Transaction Documents
such Terminating Originator is simultaneously terminating its obligations under; and


 






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(f)            the
Parent (or another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator or all
or substantially all of such Terminating Originator’s assets to a Person that is not Exela or an Affiliate of Exela.


 


Any termination by an Originator pursuant to
this Section 9.02 shall become effective on the later to occur of (x) the first Business Day that follows the day
on which the requirements of foregoing clauses (a) through (c) shall have been satisfied or (y) the date specified in
the notice referred to in the foregoing clause (a) (the “Termination Effective Date”). Any termination by an
Originator pursuant to this Section 9.02 shall terminate such Originator’s right and obligation to sell or
contribute Receivables and Related Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or
accept contributions of such Receivables and Related Assets; provided, however, that such termination shall not relieve such
Originator of any of its other obligations, to the extent such obligations relate to Receivables (and Related Assets with respect
thereto) originated by such Originator prior to the Termination Effective Date and not repurchased pursuant to this Section 9.02.


 


[SIGNATURE PAGES FOLLOW]


 






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


 


	EXELA TECHNOLOGIES, INC.,	 
	as Initial Servicer	 
	 	 
	By:	/s/ Shrikant Sortur	 
	Name: Shrikant Sortur	 
	Title: Chief Financial Officer	 
	 	 
	EXELA RECEIVABLES 3 HOLDCO, LLC,	 
	as Buyer	 
	 	 
	By:	/s/ Shrikant Sortur	 
	Name: Shrikant Sortur	 
	Title: Chief Financial Officer	 
	 	 
	BANCTEC, INC.,	 
	ECONOMIC RESEARCH SERVICES, INC.	 
	EXELA ENTERPRISE SOLUTIONS, INC.,	 
	HOV ENTERPRISE SERVICES, INC.,	 
	HOV SERVICES, INC.,	 
	HOV SERVICES, LLC,	 
	J & B SOFTWARE, INC.,	 
	REGULUS GROUP LLC,	 
	REGULUS GROUP II LLC,	 
	REGULUS INTEGRATED SOLUTIONS LLC,	 
	SOURCECORP BPS INC.,	 
	SOURCECORP MANAGEMENT, INC.,	 
	SOURCEHOV HEALTHCARE, INC.	 
	UNITED INFORMATION SERVICES, INC.,	 
	each
    as an Originator	 
	 	 
	By:	/s/ Shrikant Sortur	 
	Name: Shrikant Sortur	 
	Title: Chief Financial Officer	 




 






    


     


    

 


	NOVITEX GOVERNMENT SOLUTIONS, LLC,	 
	as an Originator	 
	 	 
	By:	/s/ Parrie Ahammer	 
	Name: Parrie Ahammer	 
	Title: Manager	 




 






    


     


    

 



 


ANNEX 1 


UCC DETAILS SCHEDULE


 


[***]


 






    


     


    

 


(5)            HOV
SERVICES, INC.:


 


(a) Chief Executive Office: 


(b) Locations Where Records Are Kept: 1250 West 14 Mile Road,
Troy, MI 48083 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 26-0839966 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: HOV Services, Inc. 


(g) Organizational
Identification Number: 2833232


 


(6)            HOV
SERVICES, LLC:


 


(a) Chief Executive Office: 


(b) Locations Where Records Are Kept: 1250 West 14 Mile Road,
Troy, MI 48083 





(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 26-0839966 


(e) Jurisdiction of Organization: Nevada 


(f) True Legal Name: HOV Services, LLC 


(g) Organizational
Identification Number: E0158922005-8


 


(7)            J &
B SOFTWARE, INC.:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 510 East Township Line
Road Blue Bell, PA 19422 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 23-2327305 


(e) Jurisdiction of Organization: Pennsylvannia 


(f) True Legal Name: J & B Software, Inc. 


(g) Organizational
Identification Number: 862043


 


(8)            NOVITEX
GOVERNMENT SOLUTIONS, LLC:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 8401 Corporate Drive Suite 420
Landover, MD 20785 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 13-3587073 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: Novitex Government Solutions, LLC 


(g) Organizational
Identification Number: 3684609


 






    


     


    

 


(9)            REGULUS
GROUP II LLC:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 4855 Peachtree Industrial
Blvd Suite 245 Norcross, GA 30092 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 26-4545318 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: Regulus Group II LLC 


(g) Organizational
Identification Number: 4668931


 


(10)            REGULUS
GROUP LLC:


 


(a) Chief Executive Office: 


(b) Locations Where Records Are Kept: 4855 Peachtree Industrial
Blvd Suite 245 Norcross, GA 30092 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 23-2847269 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: Regulus Group LLC 


(g) Organizational
Identification Number: 2595769


 


(11)            REGULUS
INTEGRATED SOLUTIONS LLC:


 





(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 4855 Peachtree Industrial
Blvd Suite 245 Norcross, GA 30092 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 52-2277055 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: Regulus Integrated Solutions LLC 


(g) Organizational
Identification Number: 3315131


 


(12)            SOURCECORP
BPS INC.:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 2701 E. Grauwyler Road
Irving, TX 75061 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 51-0370086 


(e) Jurisdiction of Organization: Delaware 


(f) True Legal Name: SOURCECORP BPS Inc. 


(g) Organizational
Identification Number: 2547502


 


(13)            SOURCECORP
MANAGEMENT, INC.:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 2701 E. Grauwyler Road
Irving, TX 75061 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 75-2912986 


(e) Jurisdiction of Organization: Texas 


(f) True Legal Name: SOURCECORP Management, Inc. 


(g) Organizational
Identification Number: 801526296


 






    


     


    

 


(14)            SOURCEHOV
HEALTHCARE, INC.:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 100 Executive Center Drive,
Columbia, SC 29210 


(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 57-0835087 


(e) Jurisdiction of Organization: South Carolina 


(f) True Legal Name: SourceHOV Healthcare, Inc. 


(g) Organizational
Identification Number: None


 


(15)            UNITED
INFORMATION SERVICES, INC.:


 


(a) Chief Executive Office 


(b) Locations Where Records Are Kept: 38120 Amrhein Road, Livonia,
MI 48150

(c) Doing Business As Names; Changes in Location or Name: None. 


(d) Federal Taxpayer ID Number: 42-1446157 


(e) Jurisdiction of Organization: Iowa 


(f) True Legal Name: UNITED INFORMATION SERVICES, INC. 


(g) Organizational
Identification Number: 187590





 






    


     


    

 


ANNEX 2


 


NOTICE INFORMATION


 


If to an Originator or Buyer, to the following: 


300 First Stamford Place, Second Floor West 


Stamford, CT 06902 


Attention: Secretary 


Email: legalnotices@exelatech.com 


Telephone: 203-487-5345


 


With a copy to Administrative Agent at its address set forth in the
Receivables Purchase Agreement.


 


With a copy to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attn: Brian Kim 


Tel: 373-3780 


Email: bkim@paulweiss.com


 






    


     


    

 


EXHIBIT 9


 


FORM OF JOINDER AGREEMENT 


JOINDER AGREEMENT


 


THIS
JOINDER AGREEMENT is executed and delivered by ____________________, a ____________________ (“New Originator”),
in favor of EXELA RECEIVABLES 3 HOLDCO, LLC, a Delaware limited liability company (“Buyer”), with respect to that certain
Amended and Restated First Tier Purchase and Sale Agreement, dated as of June 17, 2022, by and among the various originators from
time to time party thereto, the Initial Servicer and Buyer (as amended, restated, supplemented and otherwise modified from time to time,
the “Purchase and Sale Agreement”). Capitalized terms used and not otherwise defined are used with the meanings attributed
thereto in the Purchase and Sale Agreement (including those incorporated by reference therein).


 


Subject to receipt of counterparts hereof signed
by the signatories below, by its signature below, New Originator hereby absolutely and unconditionally agrees to become a party to the
Purchase and Sale Agreement as an Originator thereunder and to be bound by all of the provisions thereof, and hereby makes as to itself,
as of the date hereof, each of the representations and warranties in Article IV of the Purchase and Sale Agreement.


 


Attached hereto are amended and restated versions
of Annexes 1 and 2 to the Purchase and Sale Agreement incorporating relevant information with respect to New Originator.
After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Sections
4.01 and 4.02 of the Purchase and Sale Agreement will be true and correct as to New Originator.


 


The provisions of Article VIII of the
Purchase and Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth
in full herein except that references in such Article VIII to “this Agreement” shall be deemed to refer to “this
Joinder Agreement and to the Purchase and Sale Agreement as modified by this Joinder Agreement.”


 


Delivered herewith are each of the documents, certificates
and opinions required to be delivered by New Originator pursuant to Section 9.01 of the Purchase and Sale Agreement.


 


Please acknowledge your consent to New Originator’s
joinder to the Purchase and Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below.


 


[signature pages follow]


 






    


     


    

 


IN
WITNESS WHEREOF, New Originator has executed this Joinder Agreement as of the _____ day of ____________________.


 


	 	[NEW ORIGINATOR]
	 	 
	 	By:	                
	 	Name:
	 	Title:




 


Each of the undersigned hereby consents

to New Originator’s joinder to the Sale Agreement:


 


PNC BANK, NATIONAL ASSOCIATION, 


as Administrative Agent, on behalf of itself and at the direction of
the Required Purchasers


 


	By:	                              	 
	Name:	 
	Title:	 
	 	 
	EXELA RECEIVABLES 3 HOLDCO LLC, 	 
	as Buyer	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	EXELA TECHNOLOGIES, INC., 	 
	as Initial Servicer	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	EXELA TECHNOLOGIES, INC., 	 
	as Performance Guarantor	 
	 	 
	By:	 	 
	Name:	 
	Title: