True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the purchase of the Purchased Receivable is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any liability to Purchaser for Account Debtor’s failure to pay the Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser and Seller have structured the transaction contemplated by this Agreement as a sale, and Purchaser and Seller each agree to treat such transaction as a “true sale” for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Notwithstanding the foregoing, it is acknowledged and agreed that any or all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event that, contrary to the mutual intent of the parties, the purchase of the Purchased Receivable is not characterized as a sale, each of the parties hereto shall take such further action as reasonably required in order for the sale of the Purchased Receivable to be treated as a sale; provided, however, that in no event will the Seller be obligated to take any action which would cause the Seller or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subject, (ii) violate any law, statute, rule, regulation, judgement or order of any governmental or administrative agency or body or any court, domestic or foreign, having jurisdiction over the Seller or any of its subsidiaries or Affiliates or any of their respective properties, or (iii) breach or default, or result in the creation or imposition of a lien, charge or encumbrance upon any property or assets of the Seller or any of its subsidiaries or Affiliates pursuant to, or require the consent of any other party to, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrume...
True Sale; No Recourse. On and at all times following the Trigger Date, except as otherwise provided in Section 5, each purchase of the Purchased Receivables is made without recourse to Seller and Seller shall have no liability to Buyer for any Account Debtor’s failure to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. Buyer agrees that it shall be responsible for the non-payment of any Purchased Receivable to the extent it is the result, with respect to Receivables purchased hereunder on and following the Trigger Date, of an Insolvency Event of an Account Debtor, such assumption of credit risk (with respect to the Outstanding Purchase Price relating thereto only) being effective as of the Purchase Date for such Purchased Receivables. Buyer and Seller have structured the transactions contemplated by this Agreement as a sale after the occurrence of the Trigger Date, and Buyer and Seller each agree to treat each such transaction as a sale for all purposes, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Seller will advise all persons inquiring about the ownership of the Receivables that all such Purchased Receivables have been sold to Buyer. In the event that, contrary to the mutual intent of the parties, any purchase of such Purchased Receivables following the Trigger Date is not characterized as a sale, Seller shall, effective as of the Trigger Date, be deemed to have granted to Buyer the security interest granted in Section 1(d) above.
True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Administrative Agent or any Buyer for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The parties hereto have structured each transaction contemplated by this Agreement as an absolute and irrevocable sale, and each Buyer, the Guarantor and each Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. payment made by a Seller or Servicer pursuant to and in accordance with the express terms hereof, (B) any payment obtained by a Buyer as consideration for the assignment of or sale of a participation in any of its Purchased Receivables to any assignee or participant, or (C) any closing fees payable to the Administrative Agent and documented separately from this Agreement in any Agent Fee Letter or otherwise.
True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Administrative Agent or any Buyer for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The parties hereto have structured each transaction contemplated by this Agreement as an absolute and irrevocable sale, and each Buyer, the Guarantor and each Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller and the Guarantor will advise all Persons inquiring about the ownership of any Purchased Receivable that all Purchased Receivables have been sold to the Buyers. In the event that, contrary to the mutual intent of the parties hereto, any purchase of Purchased Receivables is not characterized as a sale, each Seller (other than any Seller organized under the laws of Singapore or Malaysia) shall, effective as of the date hereof, be deemed to have granted to the Administrative Agent (for the benefit of the Buyers), and each such Seller hereby does grant to the Administrative Agent (for the benefit of the Buyers), in addition to and not in substitution for the rights and remedies described in Section 6(g) hereof, a first-priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure the payment of all obligations of such Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing. Each Seller hereby authorizes the Administrative Agent, on behalf of each Buyer, to file such financing statements (and continuation statements with respect to such financing statements when applicable) as may be necessary to perfect the Administrative Agent’s and each Buyer’s security interest and ownership under the UCC, with applicable collateral description in any such financing statements designating all Purchased Receivables, together with the rights granted to Administrative Agent hereunder and proceeds thereof. With respect to such grant of a security interest, the Administrative Agent may at its opt...
True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Administrative Agent or any Buyer for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The parties hereto have structured each transaction contemplated by this Agreement as an absolute and irrevocable sale, and each Buyer, the Guarantor and each Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller and the Guarantor will advise all Persons inquiring about the ownership of any Purchased Receivable that all Purchased Receivables have been sold to the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.
True Sale; No Recourse. Except as otherwise provided in this Agreement, each purchase of the Purchased Receivables is made without recourse to any Seller and no Seller shall have liability to the Buyer for the failure of any Account Debtor to pay any Purchased Receivable when it is due and payable under the terms applicable thereto. The Buyer and each Seller have structured the transactions contemplated by this Agreement as an absolute and irrevocable sale, and the Buyer and each Seller agree to treat each such transaction as a “true sale” for all purposes under Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall 2 750740423 19632855
