Exhibit 10.5


 


EXECUTION VERSION


 


AMENDED AND RESTATED 


PLEDGE AND GUARANTY


 


This AMENDED AND RESTATED PLEDGE AND GUARANTY,
(this “Agreement”) dated as of June 17, 2022, is between EXELA RECEIVABLES 3 HOLDCO, LLC, a Delaware limited
liability company (in its capacity as pledgor and guarantor hereunder, “Guarantor”; in its capacity as seller under
the Second Tier Purchase and Sale Agreement, the “Seller”), and PNC BANK, NATIONAL ASSOCIATION, as administrative
agent (in such capacity, the “Administrative Agent”) for and on behalf of the Purchaser Parties and other Secured
Parties, from time to time (each of the foregoing, including the Administrative Agent, a “Beneficiary” and, collectively,
the “Beneficiaries”) under the Receivables Purchase Agreement, dated as of June 17, 2022 (as amended, restated,
supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”), among Exela Receivables
3, LLC, a Delaware limited liability company (“Seller”), Exela Technologies, Inc., as initial servicer, the Administrative
Agent, PNC Capital Markets, LLC, as structuring agent and the other parties thereto. This Agreement hereby amends and restates in its
entirety, as of the date hereof, that certain Pledge and Guaranty, 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 between the Guarantor and the
Administrative Agent.


 


Capitalized terms used and not otherwise defined
in this Agreement are used as defined in, or by reference in, the Receivables Purchase Agreement. The interpretive provisions set out
in Section 1.02 and Section 1.04 of the Receivables Purchase Agreement shall be incorporated herein and applied
in the interpretation of this Agreement.


 


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(iii) such obligations (as amended and restated and superseded and replaced hereby) are in all respects continuing as provided in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.


 


Section 1.               
Undertaking. For value received by it and its Affiliates, Guarantor hereby absolutely, unconditionally and irrevocably guarantees,
assures and undertakes (as primary obligor and not merely as surety) for the benefit of each of the Beneficiaries the due and punctual
performance and observance by Seller (and any of its successors or assigns in such capacity) of all Seller Obligations and any other
covenants, agreements, undertakings, indemnities and other obligations or liabilities (including, in each case, those related to any
breach by Seller of its representations, warranties and covenants), whether monetary or non-monetary and regardless of the capacity in
which incurred (including all of Seller’s payment, indemnity or similar obligations), under any of the Transaction Documents (collectively,
the “Guaranteed Obligations”), irrespective of: (A) the validity, binding effect, legality, subordination, disaffirmance,
enforceability or amendment, restatement, modification or supplement of, or waiver of compliance with, this Agreement, the Transaction
Documents or any documents related hereto or thereto, (B) any change in the existence, formation or ownership of, or the bankruptcy,
insolvency or reorganization of, or similar proceeding with respect to, Seller or any other Person, (C) any extension, renewal,
settlement, compromise, exchange, waiver, release or other modification in respect of any Guaranteed Obligation (or any collateral security
therefor, including the property pledged by Seller under the Receivables Purchase Agreement) pursuant to this Agreement, the other Transaction
Documents or any other related documents, including, without limitation, any such modification which may increase the principal amount
of, or the interest rates applicable to, any of the Seller Obligations, or shorten the maturity or accelerate the date of payment of
any of the Seller Obligations, (D) the existence of any claim, set-off, counterclaim or other right that Guarantor or any other
Person may have against Seller or any other Person, (E) any impossibility or impracticability of performance, illegality, force
majeure, act of war or terrorism, any act of any Governmental Authority or any other circumstance or occurrence that might otherwise
constitute a legal or equitable discharge or defense available to, or provides a discharge of, Seller or Guarantor, (F) any Applicable
Law affecting any term of any of the Guaranteed Obligations or any Transaction Document, or rights of the Administrative Agent or any
other Beneficiary with respect thereto or otherwise, (G) the failure by the Administrative Agent or any Beneficiary to take any
steps to perfect and maintain perfected its interest in, or the impairment or release of, any Collateral, (H) any failure to obtain
any authorization or approval from or other action by, or to provide any notification to or make any filing, any Governmental Authority
required in connection with the performance of the Guaranteed Obligations or otherwise or (I) any other act or omission to act or
delay of any kind by Seller or Guarantor or any other Person or any other circumstance whatsoever which might, but for the provisions
of this Section 1, constitute a legal or equitable discharge of Guarantor’s obligations hereunder except as provided in the
following paragraph.


 






    


     


    

 


Without limiting the
generality of the foregoing, Guarantor agrees that if Seller shall fail in any manner whatsoever to perform or observe any of the
Guaranteed Obligations when the same shall be required to be performed or observed under any applicable Transaction Document to
which it is a party, then Guarantor will itself duly and punctually perform or observe or cause to be performed or observed such
Guaranteed Obligations. It shall not be a condition to the accrual of the obligation of Guarantor hereunder to perform or to observe
any Guaranteed Obligation that the Administrative Agent or any other Person shall have first made any request of or demand upon or
given any notice to Guarantor, Seller or any other Person or have initiated any action or proceeding against any such Person in
respect thereof. Guarantor also hereby expressly waives any defenses based on any of the provisions set forth above and all defenses
it may have as a guarantor or a surety generally or otherwise based upon suretyship, impairment of collateral or otherwise in
connection with the Guaranteed Obligations whether in equity or at law. Guarantor agrees that its obligations hereunder shall be
irrevocable and unconditional. Guarantor hereby also expressly waives diligence, presentment, demand, protest or notice of any kind
whatsoever, as well as any requirement that the Beneficiaries (or any of them) exhaust any right to take any action against Seller
or any other Person (including the filing of any claims in the event of a receivership or bankruptcy of any of the foregoing), or
with respect to any collateral or collateral security at any time securing any of the Guaranteed Obligations, and hereby consents to
any and all extensions of time of the due performance of any or all of the Guaranteed Obligations. Guarantor agrees that it shall
not exercise or assert any right which it may acquire by way of subrogation under this Agreement unless and until all Guaranteed
Obligations shall have been indefeasibly paid and performed in full. For the sake of clarity, and without limiting the foregoing, it
is expressly acknowledged and agreed that the Guaranteed Obligations do not include the payment or guaranty of any amounts to the
extent such amounts constitute recourse with respect to a Pool Receivable by reason of the insolvency, bankruptcy, lack of
creditworthiness or other financial inability to pay of the related Obligor.


 


Section 2.               
Confirmation. Guarantor hereby confirms that the transactions contemplated by the Transaction Documents have been arranged among
Seller, certain Affiliates of the Seller and the Beneficiaries, with Guarantor’s full knowledge and consent and any amendment,
restatement, modification or supplement of, or waiver of compliance with, the Transaction Documents in accordance with the terms thereof
by any of the foregoing shall be deemed to be with Guarantor’s full knowledge and consent. Guarantor hereby confirms (i) that
on the date hereof, it directly owns 100% of the Capital Stock of Seller and (ii) that it is in the best interest of Guarantor to
execute this Agreement, inasmuch as Guarantor (individually) and Guarantor and its Affiliates (collectively) will derive substantial
direct and indirect benefit from the transactions contemplated by the Receivables Purchase Agreement and the other Transaction Documents.
Guarantor agrees to promptly notify the Administrative Agent in the event that it ceases to directly own 100% of the Capital Stock of
Seller.


 






    


     


    

 


Section 3.               
Pledge. As security for the prompt payment and performance of all of its Guaranteed Obligations and any covenants contained in
this Agreement, Guarantor hereby assigns, pledges and grants to the Administrative Agent, for and on behalf of the Purchaser Parties
and other Secured Parties, a security interest in all of Guarantor’s right, title and interest, in, to, and under, whether now
owned or hereafter acquired, all of the following, whether now or hereafter existing and wherever located (all being collectively referred
to herein as the “Guaranty Collateral”):


 


(a)            the
issued and outstanding Capital Stock and all other equity interests of Seller (the “Pledged Interest”);


 


(b)            all
money, securities, security entitlements and other investment property, dividends, rights, general intangibles and other property at
any time and from time to time (x) declared or distributed in respect of or in exchange for or on conversion of the Pledged Interest
or (y) by its or their terms exchangeable or exercisable for or convertible into the Pledged Interest;


 


(c)            all
other property of whatever character or description, including money, securities, security entitlements and other investment property,
and general intangibles hereafter delivered to the Administrative Agent in substitution for or as an addition to any of the Pledged Interest
or other property described in clauses (a) and (b) above;


 


(d)            all
securities accounts to which may at any time be credited any or all of the foregoing or any proceeds thereof and all certificates and
instruments representing or evidencing any of the foregoing or any proceeds thereof; and


 


(e)            all
proceeds and products of any and all of the foregoing Guaranty Collateral; in each case howsoever Guarantor’s interest therein
may arise or appear.


 


To the extent the Pledged Interest or any other Guaranty Collateral
becomes evidenced by any instrument or certificate, the Guarantor shall or shall cause such instrument or certificate to be promptly
delivered to and held by or on behalf of the Administrative Agent pursuant hereto and shall be in suitable form for transfer by delivery
and accompanied by a duly executed undated instruments of transfer or assignment in blank, all in form and substance satisfactory to
the Administrative Agent.


 


Section 4.               
Representations and Warranties. Each of the representations and warranties made by Guarantor in its capacity as Seller under the
Second Tier Purchase and Sale Agreement pursuant to Article IV thereof is incorporated by reference herein and made a part hereof,
and Guarantor hereby represents and warrants to the Administrative Agent and each other Purchaser Party on the date hereof that each
such representation is true and correct, including, to the extent applicable, with respect to it in its capacity as Guarantor and its
pledge of the Guaranty Collateral hereunder.


 


Section 5.               
Covenants. Each of Guarantor’s covenants (made in its capacity as Seller under the Second Tier Purchase and Sale Agreement)
set forth in Article V of the Second Tier Purchase and Sale Agreement is incorporated by reference herein and made a part hereof,
and the Guarantor hereby agrees to perform such covenants in accordance with the terms thereof and the Receivables Purchase Agreement
in its capacity as Seller, and, to the extent applicable, in its capacity as Guarantor hereunder.


 






    


     


    

 


Section 6.               
Additional Representations, Warranties and Covenants. Guarantor further represents, warrants and covenants that:


 


(a)              
The Pledged Interest has been duly authorized, validly issued and, to the extent applicable, is fully paid and non-assessable.


 


(b)              
Guarantor has not assigned, pledged, conveyed or encumbered any Guaranty Collateral to any other Person, and immediately prior to the
pledge of any such Guaranty Collateral, Guarantor was the sole owner of the Guaranty Collateral.


 


(c)              
In connection with any Receivables Purchase Agreement or similar credit facility or agreement for borrowed funds entered into by Guarantor,
Seller or any of their Affiliates, no party has the right pursuant to the terms of such Receivables Purchase Agreement or similar credit
facility or agreement, to cause Guarantor to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Guaranty
Collateral.


 


(d)              
The provisions of this Agreement are effective to create in favor of the Administrative Agent, for the benefit of the Purchasers, a valid
security interest in all right, title and interest of Guarantor in, to and under the Guaranty Collateral.


 


(e)              
On or before the date hereof, Guarantor shall cause the filing of appropriate financing statements on Form UCC-1 in all
appropriate jurisdictions naming the Administrative Agent as “Secured Party” and Guarantor as “Debtor” and
describing the Guaranty Collateral. Upon the filing of such financing statement(s), the Administrative Agent, for the benefit of the
Purchasers, shall have a duly perfected first priority security interest under the UCC in all right, title, and interest of
Guarantor in, to and under the Guaranty Collateral created under this Agreement. Guarantor hereby authorizes the Administrative
Agent to file financing statements describing the collateral covered thereby as “all of the debtor’s personal property
or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in
this Agreement. Except as described in the foregoing sentences, no filings or other actions are necessary to perfect the security
interest of the Administrative Agent in the Guaranty Collateral created under this Agreement. Guarantor agrees that from time to
time, at its expense, it shall promptly execute and deliver all further instruments and documents, and take all further actions,
that Administrative Agent or its designee may reasonably request or that are necessary in order to perfect, protect or more fully
evidence the pledge of the Guaranty Collateral hereunder.


 


(f)               
From the date hereof until the Final Payout Date, Guarantor shall not, without the prior written consent of the Administrative Agent
and the Required Purchasers, (i) take any action that could cause any portion of the Guaranty Collateral 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
first priority perfected security interest in the Guaranty Collateral or suffer the existence of any financing statement or other instrument
similar in effect covering any portion of the Guaranty Collateral on file in any recording office except such as may be filed in favor
of Administrative Agent in accordance with this Agreement or any Transaction Document or purport to do any of the foregoing or (ii) make
any change (including without limitation any change its jurisdiction of organization or its name, identity or corporate structure) such
that any financing statement or other lien filing filed or other action taken to perfect Administrative Agent’s interests under
this Agreement would become seriously misleading or would otherwise be rendered ineffective.


 






    


     


    

 


Section 7.               
Authorization of Financing Statements. Guarantor hereby authorizes the Administrative Agent to file any financing or continuation
statements required to perfect, protect, or more fully evidence the Administrative Agent’s security interest in the Guaranty Collateral
granted hereunder, including any “all assets” filings in favor of the Administrative Agent, listing Guarantor as debtor.
The Administrative Agent will notify Guarantor of any such filing (but the failure to deliver such notice shall not prejudice any rights
of the Administrative Agent under this Section 7).


 


Section 8.               
Miscellaneous.


 


(a)              
The parties hereto agrees that any payments hereunder will be applied in accordance with Section 4.01 of the Receivables
Purchase Agreement; provided that, to the extent proceeds realized from the sale or other disposition of the Guaranty Collateral
exceed the amount of the Guaranteed Obligations (including any expenses related to such realization contemplated as Guaranteed Obligations
under this Agreement), the Administrative Agent shall remit any such excess to or at the direction of Guarantor.


 


(b)              
Any payments hereunder shall be made in full in U.S. Dollars to the Administrative Agent in the United States without any set-off, deduction
or counterclaim; and Guarantor’s obligations hereunder shall not be satisfied by any tender or recovery of another currency except
to the extent such tender or recovery results in receipt of the full amount of U.S. Dollars required hereunder.


 


(c)              
No amendment or waiver of any provision of this Agreement nor consent to any departure by Guarantor therefrom shall be effective unless
the same shall be in writing and signed by the Administrative Agent and Guarantor. No failure on the part of the Administrative Agent
or any other Beneficiary to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.


 


(d)              
This Agreement shall bind and inure to the benefit of the parties hereto, the other Beneficiaries and their respective successors and
permitted assigns. Guarantor shall not assign, delegate or otherwise transfer any of its obligations or duties hereunder without the
prior written consent of the Administrative Agent and each Required Purchasers. Each of the parties hereto hereby agrees that each of
the Beneficiaries not a signatory hereto shall be a third-party beneficiary of this Agreement.


 


(e)              
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.


 


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


 






    


     


    

 


(g)              
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT:





 


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


 


(II)             
GUARANTOR 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 THE RECEIVABLES PURCHASE AGREEMENT. NOTHING IN THIS PARAGRAPH 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 9.               
Termination of Guaranty. (a) This Agreement and Guarantor’s obligations hereunder shall remain operative and continue
in full force and effect until the Final Payout Date; provided, that this Agreement and Guarantor’s obligations hereunder
shall continue to be effective or shall be reinstated, as the case may be, if at any time payment or other satisfaction of any of the
Guaranteed Obligations is rescinded or must otherwise be restored or returned upon the bankruptcy, insolvency, or reorganization of Seller
or otherwise, as applicable, as though such payment had not been made or other satisfaction occurred, whether or not the Administrative
Agent or any of the Beneficiaries (or their respective assigns) are in possession of this Agreement. No invalidity, irregularity or unenforceability
by reason of the bankruptcy, insolvency, reorganization or other similar Applicable Laws, or any other Applicable Law or order of any
Governmental Authority thereof purporting to reduce, amend or otherwise affect the Guaranteed Obligations, shall impair, affect, or be
a defense to or claim against the obligations of Guarantor under this Agreement.


 


(b)              
This Agreement shall survive the insolvency of Seller, any Beneficiary or any other Person and the commencement of any case or proceeding
by or against Seller or any other Person under any bankruptcy, insolvency, reorganization or other similar Applicable Law.


 






    


     


    

 


Section 10.              Stay
of Seller Obligations.


 


(a)              
No automatic stay under any bankruptcy, insolvency, reorganization or other similar Applicable Law with respect to Seller or any other
Person shall postpone the obligations of Guarantor under this Agreement. If at any time any payment of the principal of or interest on
any Seller Obligation or any other amount payable by Seller under the Receivables Purchase Agreement or any other Transaction Document
is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Seller or otherwise, Guarantor’s
obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.


 


(b)              
If acceleration of the time for payment of any amount payable by Seller under the Receivables Purchase Agreement or any other Transaction
Document is stayed upon the insolvency, bankruptcy or reorganization of Seller, all such amounts otherwise subject to acceleration under
the terms of the Receivables Purchase Agreement or any other Transaction Document may be declared to be forthwith due and payable, or
may be deemed automatically to have been accelerated, as provided in the Receivables Purchase Agreement or any other Transaction Document,
for purposes of this Agreement, notwithstanding any stay, injunction or other prohibition (whether in a bankruptcy proceeding affecting
Seller or otherwise) preventing such declaration as against Seller and that, in the event of such declaration or automatic acceleration,
such obligations (whether or not due and payable by Seller) shall forthwith become due and payable by Guarantor for purposes of this
Agreement.


 


Section 11.            
Set-off. Each Beneficiary (and its assigns) is hereby authorized by Guarantor at any time and from time to time, without notice
to Guarantor (any such notice being expressly waived by Guarantor) and 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) and other sums at any time held by, and other
indebtedness at any time owing to, any such Beneficiary to or for the credit to the account of Guarantor, against any and all Guaranteed
Obligations of Guarantor, now or hereafter existing under this Agreement.


 


Section 12.             
Remedies.


 


(a)              
Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, for the benefit of the Purchasers,
in addition to all other rights and remedies under this Agreement or otherwise, shall have all other rights and remedies provided
under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. Guarantor agrees, upon
the occurrence and during the continuance of an Event of Default and notice from the Administrative Agent, to assemble, at its
expense, all of the Guaranty Collateral that is in its possession (whether by return, repossession, or otherwise) at a place
designated by the Administrative Agent. Without limiting Article XIII of the Receivables Purchase Agreement, all out-of-pocket
costs incurred by the Administrative Agent in the collection of all Guaranteed Obligations, and the enforcement of its rights
hereunder, including attorneys’ fees and legal expenses, shall constitute Guaranteed Obligations. Without limiting the
foregoing, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, to the fullest
extent permitted by Applicable Law, without notice, advertisement, hearing or process of law of any kind, (i) enter upon any
premises where any of the Guaranty Collateral which is in the possession of Guarantor (whether by return, repossession, or
otherwise) may be located and take possession of and remove such Guaranty Collateral, (ii) sell any or all of such Guaranty
Collateral, free of all rights and claims of Guarantor therein and thereto, at any public or private sale and (iii) bid for and
purchase any or all of such Guaranty Collateral at any such sale. Any such sale shall be conducted in a commercially reasonable
manner and in accordance with Applicable Law. Guarantor hereby expressly waives, to the fullest extent permitted by Applicable Law,
any and all notices, advertisements, hearings or process of law in connection with the exercise by the Administrative Agent of any
of its rights and remedies upon the occurrence and during the continuance of an Event of Default. The Administrative Agent shall
have the right (but not the obligation) to bid for (including by credit bid) and purchase any or all Guaranty Collateral at any
public or private sale. Guarantor hereby agrees that in any sale of any of the Guaranty Collateral, the Administrative Agent is
hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is
necessary in order to avoid any violation of Applicable Law (including compliance with such procedures as may restrict the number of
prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict
such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for
investment and not with a view to the distribution or resale of such Guaranty Collateral), or in order to obtain any required
approval of the sale or of the purchaser by any Governmental Authority, and Guarantor further agrees that such compliance shall not
result in such sale being considered or deemed not to have been made in a commercially reasonable manner. The Administrative Agent
shall not be liable for any sale, private or public, conducted in accordance with this Section 12.


 






    


     


    

 


(b)              
Guarantor hereby irrevocably constitutes and appoints the Administrative Agent and any officer or agent thereof, with full power of substitution,
as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of Guarantor and in the name
of Guarantor or in its own name, from time to time in the Administrative Agent’s discretion, if an Event of Default shall have
occurred and be continuing, for the purpose of carrying out the terms of this Agreement and to take any and all appropriate action and
to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, the Administrative Agent shall have the right and Guarantor hereby gives the Administrative
Agent the power and right, on behalf of Guarantor, without assent by, but with notice to, Guarantor, if an Event of Default shall have
occurred and be continuing, in the name of Guarantor or its own name, or otherwise, to take possession of and endorse and collect any
checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any Guaranty Collateral and to
file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Administrative
Agent for the purpose of collecting any and all such moneys due with respect to any Collateral whenever payable.


 


Section 13.             
Entire Agreement; Severability; No Party Deemed Drafter. This Agreement and the other Transaction Documents constitute the entire
agreement of the parties hereto with respect to the matters set forth herein. The rights and remedies herein provided are cumulative
and not exclusive of any remedies provided by Applicable Law or any other agreement, and this Agreement shall be in addition to any other
guaranty of or collateral security for any of the Guaranteed Obligations. 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. If the obligations of Guarantor hereunder would otherwise be held or determined to be avoidable,
invalid or unenforceable in any action or proceeding on account of the amount of Guarantor’s liability under this Agreement, then,
notwithstanding any other provision of this Agreement to the contrary, the amount of such liability shall, without any further action
by Guarantor or any Beneficiary, be automatically limited and reduced to the highest amount that is valid and enforceable as determined
in such action or proceeding. Each of the parties hereto hereby agrees that no party hereto shall be deemed to be the drafter of this
Agreement.


 






    


     


    

 


Section 14.              Expenses.
In addition to the rights of indemnification granted under Section 15 hereof, whether or not the transactions contemplated
hereby shall be consummated, Guarantor agrees to pay promptly (a) all of each Beneficiary’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 counsel to each Beneficiary 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 Seller; (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 each Beneficiary
and of counsel providing any opinions that any Purchaser Party may request in respect of the Collateral, the Guaranty Collateral or security
interests created pursuant to the Transaction Documents; (d) all of each Beneficiary’s actual costs and reasonable fees, expenses
for, and disbursements of any of such Beneficiary’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 each Beneficiary; (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 Collateral or the Guaranty Collateral; (f) all the actual costs and reasonable expenses
of the Beneficiaries 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 each Beneficiary 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, Unmatured Event of Default, Amortization Event or an Event of Default, all costs and expenses, including reasonable attorneys’
fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Beneficiary in enforcing any Guaranteed
Obligations of or in collecting any payments due from Guarantor or Seller hereunder or under the other Transaction Documents by reason
of such Initial Servicer Replacement Event, Unmatured Event of Default, Amortization Event or Event of Default (including in connection
with the sale of, collection from, or other realization upon any of the Collateral or the Guaranty Collateral 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. The provisions contained in this Section 14
shall be in addition to, and not in replacement of, Section 14.04 of the Receivables Purchase Agreement.


 






    


     


    

 


Section 15.     Indemnities
by Guarantor. Without limiting any other rights which any Beneficiary may have hereunder or under Applicable Law, Guarantor
agrees to indemnify and hold harmless each Beneficiary and each of their respective Affiliates, and all successors, transferees,
participants and assigns and all officers, members, managers, directors, shareholders, controlling persons, employees and agents of
any of the foregoing (each a “PG Indemnified Party”) forthwith and on demand from and against any and all
damages, losses, claims, liabilities and related costs and expenses (including all filing fees, if any), including reasonable
attorneys’, consultants’ and accountants’ fees and disbursements (all of the foregoing being collectively referred
to as “Indemnified Amounts”) incurred by any of them and arising out of, relating to, resulting from or in
connection with: (i) any breach by Guarantor of any of its obligations or duties under this Agreement or any other Transaction
Document to which it is a party in any capacity; (ii) the inaccuracy of any representation or warranty made by Guarantor
hereunder, under any other Transaction Document to which it is a party in any capacity or in any certificate or statement delivered
pursuant hereto or to any other Transaction Document to which it is a party in any capacity; (iii) the failure of any
information provided to any such PG Indemnified Party by, or on behalf of, Guarantor, in any capacity, to be true and correct;
(iv) the material misstatement of fact or the omission of a material fact or any fact necessary to make the statements
contained in any information provided to any such PG Indemnified Party by, or on behalf of, Guarantor, in any capacity, not
materially misleading; (v) any negligence or misconduct on Guarantor’s part arising out of, relating to, in connection
with, or affecting any transaction contemplated by this Agreement or any other Transaction Document; (vi) the failure by
Guarantor to comply with any Applicable Law, rule or regulation with respect to this Agreement, the transactions contemplated
hereby, any other Transaction Document to which it is a party in any capacity, the Guaranteed Obligations or otherwise;
(vii) the failure of this Agreement to constitute a legal, valid and binding obligation of Guarantor, enforceable against it in
accordance with its terms; (viii) any civil penalty or fine assessed by OFAC or any other Governmental Authority incurred
connection with the Transaction Documents as a result of any action of Guarantor or any of its Affiliates; (ix) any amounts
payable by the Administrative Agent to a Collection Account Bank under any Account Control Agreement; or (x) the failure or
delay of Collections of Pool Receivables to be deposited directly into a Collection Account; provided, however,
notwithstanding anything to the contrary in this Section 15, Indemnified Amounts shall be excluded solely to the
extent determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence
or willful misconduct on the part of such PG Indemnified Party. The indemnification provisions contained in this Section 15
shall be in addition to, and not in replacement of, Section 13.01 and Section 13.02 of the Receivables
Purchase Agreement.


 


Section 16.     Nonpetition
Covenant.     The Guarantor agrees that 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, it shall not initiate against, or join any Person in initiating
against, the Seller, 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, custodia, sequestrator or other
similar official of the Seller or any substantial part of its property or the ordering or winding up or liquidation of the affairs of
the Seller.


 


Section 17.     Addresses
for Notices. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include
facsimile communication and e-mail) and faxed, emailed or delivered, to each party hereto, at its address set forth under its name on
Schedule A of this Agreement or at such other 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) 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.


 


[Signatures Follow]


 






    


     


    

 


IN WITNESS WHEREOF, Guarantor has executed this
Agreement as of the date first written above.


 


	 	EXELA
    RECEIVABLES 3 HOLDCO, LLC,
	 	as
    Guarantor
	 	 
	 	By:	/s/
    Shrikant Sortur
	 	Name:  	Shrikant Sortur
	 	Title:	Chief Financial Officer


 


ACCEPTED AND ACKNOWLEDGED, as of the date first
written above.


 


	 	PNC BANK, NATIONAL
    ASSOCIATION,
	 	as Administrative
    Agent on behalf of the Beneficiaries
	 	 
	 	By:	           
	 	Name:  	 
	 	Title:	 


 


ACKNOWLEDGED BY WITH RESPECT TO SECTION 3,
as of the date first written above.


 


	 	EXELA
    RECEIVABLES 3, LLC,
	 	as
    Seller
	 	 
	 	By:	/s/
    Shrikant Sortur
	 	Name:  	Shrikant Sortur
	 	Title:	Chief Financial Officer


 






    


     


    

 


SCHEDULE A


 





ADDRESSES FOR NOTICE


 


If to Guarantor:


 


Exela Receivables 3 Holdco, LLC 


2701 E. Grauwyler Road, Irving, TX 75061 


Attn:  Secretary 


Email: legalnotices@exelatech.com


 


If to Administrative Agent:


 


PNC BANK, NATIONAL ASSOCIATION

The Tower at PNC Plaza

300 Fifth Avenue, 11th Floor

Attention: Brian Stanley

Email: brian.stanley@pnc.com and ABFAAdmin@pnc.com