Common use of True Sale; No Recourse Clause in Contracts

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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreement.

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 each purchase of the Purchased Receivable Receivables and Related Security hereunder is made without recourse to the Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither the Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser the Buyer for the failure of any Account Debtor’s failure Debtor to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser The Buyer and the Seller have structured the transaction transactions contemplated by this Agreement as a an absolute and irrevocable sale, and Purchaser the Buyer and the Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), ) and regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Notwithstanding The Seller will advise all Persons inquiring about the foregoing, it is acknowledged ownership of any Purchased Receivable and agreed Related Security that any or all of Purchased Receivables and Related Security have been sold to the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note theretoBuyer. In the event that, contrary to the mutual intent of the partiesparties hereto, the any purchase of the Purchased Receivable Receivables and Related Security is not characterized as a sale, the Seller shall, effective as of the date hereof, be deemed to have granted to the Buyer (and the Seller hereby does grant to the Buyer), in addition to and not in substitution for the rights and remedies described in Section 5(f) hereof, a first priority security interest in and to any and all present and future Purchased Receivables, Related Security and the proceeds thereof to secure all obligations of the Seller arising in connection with this Agreement and each of the parties hereto other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. This Agreement shall take be deemed to be a security agreement under Applicable Law. With respect to such further action as reasonably required in order for grant of a security interest, the Buyer may at its option exercise from time to time any and all rights and remedies available to it hereunder, under the UCC or otherwise. The Seller agrees that five (5) Business Days shall be reasonable prior notice to the Seller of the date of any public or private sale or other disposition of all or any 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this AgreementReceivables and Related Security.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or7 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSeller, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser and Purchaser shall be solely responsible for Account Debtor’s failure to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from the Seller to the Purchaser, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and agreed that interest (including any or undivided interest of Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subjectall Purchased Receivables and all Related Rights with respect thereto, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 [reserved], (iv) [reserved], and (v) all proceeds of, and all amounts received or defaultreceivable under any or all of, or result in the creation or imposition of a lienforegoing (collectively, 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted ActionSold Assets”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreement.. (g)

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or6 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is absolute and irrevocable and is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesthe applicable Seller, and (ii) neither such Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser for Account Debtor’s failure to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Except to the extent that non-payment thereof is due to any Dilution or Dispute, Purchaser shall be responsible for the non-payment of any Purchased Receivable, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from each Seller to the Purchaser, then in order to secure all of such Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, each Seller hereby grants to Purchaser a security interest in all of such Seller’s right, title and agreed that interest (including any or undivided interest of such Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument all Purchased Receivables from time to which it is a party or bound or to which its property is subjecttime and all Related Rights with respect thereto, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 instrument to all accounts into which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them Collections may be bounddeposited and all amounts on deposit therein, and (iv) all proceeds of, and all amounts received or to which receivable under any of or all of, the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreementforegoing.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or7 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSeller, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to either Purchaser and each Purchaser shall be solely responsible for Account Debtor’s failure to pay the any Purchased Receivable purchased by such Purchaser when it is due and payable under the terms applicable thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser The Purchasers and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser the Purchasers and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from the Seller to each of the Purchasers, as applicable, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, Seller hereby grants to each Purchaser, and agreed that solely with respect to clause (iii) below, the Purchaser Representative (for and on behalf of the Purchasers), a security interest in all of Seller’s right, title and interest (including any or undivided interest of Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subjectall Purchased Receivables and all Related Rights with respect thereto purchased by each such Purchaser, respectively, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 instrument all accounts into which Collections may be deposited to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be boundthe named owner on the account, or including the Collection Account, and all amounts on deposit therein relating to which any such Purchased Receivables, (iv) all rights (but none of the property obligations) of Seller under the Sale Agreement between Constellium Muscle Shoals LLC and Seller relating to such Purchased Receivables, and (v) all proceeds of, and all amounts received or assets of receivable under any or all of, the Seller or any of its subsidiaries or Affiliates is subject foregoing (any of clauses (i) through (iii)collectively, a the “Restricted ActionSold Assets”); provided it being understood that foregoing limitations the security interest in any Sold Asset shall not be interpreted as or deemed to supersede or limit any representation provided by secure only obligations of Seller to the Purchaser under this Agreementof such Sold Assets. In addition, a Purchaser shall only have rights to the Purchased Receivables and related Sold Assets which have been purchased by such Purchaser hereunder and such Purchaser shall have no rights to any Purchased Receivables or other related Sold Assets purchased by the other Purchaser hereunder. 3.

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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede supercede or limit any representation provided by Seller to Purchaser under this Agreement.

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 each purchase of the Purchased Receivable Receivables and Related Security hereunder is made without recourse to the Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither the Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser the Buyer for the failure of any Account Debtor’s failure Debtor to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser The Buyer and the Seller have structured the transaction transactions contemplated by this Agreement as a an absolute and irrevocable sale, and Purchaser the Buyer and the Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law Applicable Law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), ) and regulatory and governmental filings (and shall reflect such 2 sale in their respective financial statements). Notwithstanding The Seller will advise all Persons inquiring about the foregoing, it is acknowledged ownership of any Purchased Receivable and agreed Related Security that any or all of Purchased Receivables and Related Security have been sold to the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note theretoBuyer. In the event that, contrary to the mutual intent of the partiesparties hereto, the any purchase of the Purchased Receivable Receivables and Related Security is not characterized as a sale, the Seller shall, effective as of the date hereof, be deemed to have granted to the Buyer (and the Seller hereby does grant to the Buyer), in addition to and not in substitution for the rights and remedies described in Section 5(f) hereof, a first priority security interest in and to any and all present and future Purchased Receivables, Related Security and the proceeds thereof to secure all obligations of the Seller arising in connection with this Agreement and each of the parties hereto other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. This Agreement shall take be deemed to be a security agreement under Applicable Law. With respect to such further action as reasonably required in order for grant of a security interest, the Buyer may at its option exercise from time to time any and all rights and remedies available to it hereunder, under the UCC or otherwise. The Seller agrees that five (5) Business Days shall be reasonable prior notice to the Seller of the date of any public or private sale or other disposition of all or any 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this AgreementReceivables and Related Security.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or7 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSeller, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser and Purchaser shall be solely responsible for Account Debtor’s failure to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from the Seller to the Purchaser, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and agreed that interest (including any or undivided interest of Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subjectall Purchased Receivables and all Related Rights with respect thereto, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 defaultall accounts into which Collections may be deposited and all amounts on deposit therein, or result in the creation or imposition of a lien, charge or encumbrance upon any property or assets (iv) all rights (but none of the obligations) of Seller under the Sale Agreement between Wise Alloys LLC and Seller, and (v) all proceeds of, and all amounts received or receivable under any of its subsidiaries or Affiliates pursuant toall of, or require the consent of any other party toforegoing (collectively, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted ActionSold Assets”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreement.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or7 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSeller, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to Purchaser and Purchaser shall be solely responsible for Account Debtor’s failure to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from the Seller to the Purchaser, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, Seller hereby grants to Purchaser a security interest in all of Seller’s right, title and agreed that interest (including any or undivided interest of Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subjectall Purchased Receivables and all Related Rights with respect thereto, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 instrument all accounts into which Collections may be deposited to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be boundthe named owner on the account, or to which any including the Collection Account, and all amounts on deposit therein, (iv) all rights (but none of the property obligations) of Seller under the Sale Agreement between Wise Alloys LLC and Seller, and (v) all proceeds of, and all amounts received or assets of receivable under any or all of, the Seller or any of its subsidiaries or Affiliates is subject foregoing (any of clauses (i) through (iii)collectively, a the “Restricted ActionSold Assets”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreement.

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 each purchase of the Purchased Receivable Receivables is made without recourse to any Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither no Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any liability to Purchaser the Buyer for the failure of any Account Debtor’s failure Debtor to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser The Buyer and each Seller have structured the transaction transactions contemplated by this Agreement as a an absolute and irrevocable sale, and Purchaser the Buyer and each Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law 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 Each Seller will advise all Persons inquiring about the foregoing, it is acknowledged and agreed ownership of any Purchased Receivable that any or all of Purchased Receivables have been sold to the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note theretoBuyer. In the event that, contrary to the mutual intent of the partiesparties hereto, the any purchase of the Purchased Receivable Receivables is not characterized as a sale, each Seller shall, effective as of the parties hereto date hereof, be deemed to have granted to the Buyer (and each Seller hereby does grant to the Buyer), in addition to and not in substitution for the rights and remedies described in Section 5(g) hereof, a first priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure all obligations of such Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. This Agreement shall take such further action as reasonably required in order for be deemed to be a security agreement under Applicable Law. The Buyer may, at its discretion, file one or more UCC financing statements (or, if applicable, any foreign law equivalent thereof) evidencing the sale of the Purchased Receivable Receivables as well as the foregoing grant of security. With respect to be treated as such grant of a sale; providedsecurity interest, howeverthe Buyer may at its option, that in no event will the Seller be obligated to take at any action which would cause the time following a Servicer Termination Event or a material breach by any Seller or Servicer of any of its subsidiaries representations, warranties 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser covenants under this Agreement.any

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, (ieach purchase(f) the purchase of the Purchased Receivable Receivables is made without recourse to any Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither no Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any liability to Purchaser the Buyer for the failure of any Account Debtor’s failure Debtor to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser The Buyer and each Seller have structured the transaction transactions contemplated by this Agreement as a an absolute and irrevocable sale, and Purchaser the Buyer and each Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law 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 Each Seller will advise all Persons inquiring about the foregoing2 734109631 19632855 the relevant maturities for purposes of determining the appropriate Account Debtor Discount Rates applicable to the Proposed Receivables included on any Purchase Request (whether by reason of circumstances affecting the London interbank Eurodollar market or otherwise) or adequate and reasonable means do not exist for ascertaining the LIBO Rate or the LIBO Rate does not adequately and fairly reflect the cost to the Buyer of funding a Purchase Request, then the Buyer shall give the Sellers prompt notice thereof, and so long as such condition remains in effect, (i) no Purchase Request shall be funded using the LIBO Rate as a component of the Discount and (ii) all outstanding and future Purchase Requests shall be funded using a Discount that is calculated based on the Prime Rate plus a margin, which margin shall have the effect of approximating the return to the Buyer that was expected prior to the existence of such condition. If (i) the foregoing unavailability or inadequacy with respect to the LIBO Rate is not of a temporary nature or (ii) the Buyer determines that (A) the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over such administrator or the Buyer (or any other Person on behalf of such administrator or Governmental Authority) has made or published a public statement announcing that (1) the administrator of the LIBO Rate has ceased or will cease to provide the LIBO Rate, permanently or indefinitely (provided that, at the time of such statement or publication, no successor administrator will continue to provide the LIBO Rate), or (2) the LIBO Rate is no longer representative or (B) non-recourse and limited recourse accounts receivable purchase facilities that include similar language to that contained in this Section 1(e) are being executed or amended to incorporate or adopt a new benchmark interest rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) to replace the LIBO Rate, then the Buyer and the Sellers shall negotiate in good faith with a view to agreeing upon another mutually acceptable benchmark interest rate (including any mathematical or other adjustments to such benchmark) for the Purchase Requests and such other related changes to this Agreement as may be applicable. For the avoidance of doubt, if such alternate benchmark interest rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Each determination by the Buyer shall be conclusive absent manifest error. The parties hereto understand and acknowledge that it is acknowledged uncertain whether the LIBO Rate will continue to be produced and agreed that published after the end of 2021. The Buyer does not warrant or accept 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 thatresponsibility for, contrary and shall not have any liability to the mutual intent of Sellers under this Agreement or otherwise for, any loss, damage or claim arising from or relating to the partiesadministration or submission of, or any other matter related to, the purchase of the Purchased Receivable is not characterized as a saleLIBO Rate or any alternative, each of the parties hereto shall take such further action as reasonably required in order successor or replacement reference rate to or for the sale of LIBO Rate (such alternative, successor or replacement reference rate being collectively referred to herein as the Purchased Receivable to be treated as a sale; provided“Replacement Rate”), howeverincluding any loss, that in no event will the Seller be obligated to take any action which would cause the Seller damage or any of its subsidiaries claim arising from or Affiliates (including Rite Aid Corporation) relating to (i) violate whether the terms composition or characteristics of any material agreement such Replacement Rate will be similar to, or instrument produce the same value or economic equivalence of, the LIBO Rate or have the same volume or liquidity as did the LIBO Rate prior to which it is a party its discontinuance or bound or to which its property is subjectunavailability, (ii) violate the effect any law, statute, rule, regulation, judgement conforming changes made to this Agreement 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, other Transaction Documents to implement such Replacement Rate may have or (iii) breach or default, or result in any mismatch between the creation or imposition Replacement Rate and any Seller’s other financial instruments (including potentially those that are intended as xxxxxx). Calculation of Interest. All interest amounts calculated on a per annum basis hereunder(f) are calculated on the basis of a lienyear of three hundred and sixty (360) days. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY(g) WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, charge or encumbrance upon any property or assets of the Seller or any of its subsidiaries or Affiliates pursuant toINCLUDING CONTRACT CLAIMS, or require the consent of any other party toTORT CLAIMS, any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. CONSENT TO JURISDICTION. EACH PARTY HERETO HEREBY(h) ACKNOWLEDGES AND AGREES THAT IT IRREVOCABLY (i) through SUBMITS TO THE JURISDICTION, FIRST, OF ANY UNITED STATES FEDERAL COURT, AND SECOND, IF FEDERAL JURISDICTION IS NOT AVAILABLE, OF ANY NEW YORK STATE COURT, IN EITHER CASE SITTING IN NEW YORK CITY, NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OTHER TRANSACTION DOCUMENT, (ii) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED ONLY IN SUCH NEW YORK STATE OR FEDERAL COURT AND NOT IN ANY OTHER COURT, AND (iii)) WAIVES, a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this Agreement.TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING. 11 734109631 00000000

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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede supercede or limit any representation provided by Seller to Purchaser under this Agreement.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or6 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSellers, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, Sellers shall have any no liability to Purchaser for any Account Debtor’s failure to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. Purchaser shall be responsible for the non-payment of any Purchased Receivable to the extent that it is the result of an Account Debtor Insolvency Event or to the extent that the Deemed Paid Date for a Purchased Receivable has occurred and Seller Purchaser has become obligated to pay the Deferred Purchase Price therefor, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivable. Purchaser and Sellers have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser and each Seller each 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). 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 any purchase of the any Purchased Receivable is not characterized as a sale, each Seller shall, effective as of the parties hereto date hereof, be deemed to have granted (and each Seller hereby does grant) to Purchaser a first priority security interest in and to such Purchased Receivable and all Collections thereon and other proceeds thereof, including any such amounts in the Collection Account, all to secure the payment to Purchaser of all amounts due to it hereunder at the times and in the amounts specified herein, and this Agreement shall take be deemed to be a security agreement. In the event of any such further action recharacterization of the purchase of a Purchased Receivable as reasonably required in order for a loan secured by such Purchased Receivable, Purchaser shall have any and all rights and remedies available to it hereunder or under the UCC to enforce such security interest if an Event of Default has occurred and is continuing. In connection with any exercise of remedies under the UCC upon any Event of Default, each Seller agrees that at least ten Business Days shall be reasonable prior notice to such Seller of the date of any public or private sale or other disposition of all or any 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this AgreementReceivables.

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 each purchase of the Purchased Receivable Receivables is made without recourse to any Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiaries, and (ii) neither no Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any liability to the Purchaser for the failure of any Account Debtor’s failure Debtor to pay the any Purchased Receivable when it is due and payable under the terms applicable thereto. The Purchaser and each Seller have structured the transaction transactions contemplated by this Agreement as a an absolute and irrevocable sale, and the Purchaser and each Seller each agree to treat each such transaction as a “true sale” for all purposes under applicable law and accounting principlespurposes, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local)returns, regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Notwithstanding Each Seller will advise all Persons inquiring about the foregoing, it is acknowledged and agreed ownership of any Purchased Receivable that any or all of Purchased Receivables have been sold to the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note theretoPurchaser. In the event that, contrary to the mutual intent of the partiesparties hereto, the any purchase of the Purchased Receivable Receivables is not characterized as a sale, each Seller shall, effective as of the parties hereto date hereof, be deemed to have granted to the Purchaser (and each Seller hereby does grant to the Purchaser), in addition to and not in substitution for the rights and remedies described in Section 5(g) hereof, a first priority security interest in and to any and all present and future Purchased Receivables and the proceeds thereof to secure all obligations of such Seller arising in connection with this Agreement and each of the other Transaction Documents, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. This Agreement shall take such further action as reasonably required in order for be deemed to be a security agreement under Applicable Law. The Purchaser may, at its discretion, file one or more UCC financing statements (or, if applicable, any foreign law equivalent thereof) evidencing the sale of the Purchased Receivable Receivables as well as the foregoing grant of security. With respect to such grant of a security interest, the Purchaser may at its option exercise from time to time any and all rights and remedies available to it hereunder, under the UCC or otherwise. Each Seller agrees that five (5) Business Days shall be treated as a sale; provided, however, that in no event will reasonable prior notice to such Seller of the Seller be obligated to take date of any action which would cause the Seller public or private sale or other disposition of all 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 instrument to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be bound, or to which any of the property or assets of the Seller or any of its subsidiaries or Affiliates is subject (any of clauses (i) through (iii), a “Restricted Action”); provided that foregoing limitations shall not be interpreted as or deemed to supersede or limit any representation provided by Seller to Purchaser under this AgreementPurchased Receivables.

True Sale; No Recourse. Except as otherwise provided in this clause (i) and in Section 8 hereof or7 hereof, with respect to Rite Aid Corporation, to the extent provided in the Indemnity Agreement, (i) the each purchase of the Purchased Receivable Receivables is made without recourse to Seller or any of its Affiliates, including Rite Aid Corporation or any of its subsidiariesSeller, and (ii) neither Seller nor any of its Affiliates, including Rite Aid Corporation and its subsidiaries, shall have any no liability to either Purchaser and each Purchaser shall be solely responsible for Account Debtor’s failure to pay the any Purchased Receivable purchased by such Purchaser when it is due and payable under the terms applicable thereto, including but not limited to as the result of an Account Debtor Insolvency Event, such assumption of credit risk being effective as of the Purchase Date for such Purchased Receivables. Purchaser The Purchasers and Seller have structured the transaction transactions contemplated by this Agreement as a sale, and Purchaser the Purchasers and Seller each 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). Notwithstanding the foregoingintent of the parties hereunder, it is acknowledged in the event that the transfers hereunder are recharacterized as other than a sale from the Seller to each of the Purchasers, as applicable, then in order to secure all of Seller’s obligations (monetary or otherwise) under this Agreement, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, Seller hereby grants to each Purchaser, and agreed that solely with respect to clause (iii) below, the Purchaser Representative (for and on behalf of the Purchasers), a security interest in all of Seller’s right, title and interest (including any or undivided interest of Seller) in, to and under all of the Aggregate Deferred Purchase Price may remain on Rite Aid Corporation’s balance sheet with an explanatory note thereto. In the event thatfollowing, contrary to the mutual intent of the partieswhether now or hereafter owned, 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 existing or any of its subsidiaries or Affiliates (including Rite Aid Corporation) to arising: (i) violate the terms of any material agreement or instrument to which it is a party or bound or to which its property is subjectall Purchased Receivables and all Related Rights with respect thereto purchased by each such Purchaser, respectively, (ii) violate any lawall Collections with respect to such Purchased Receivables, 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 instrument all accounts into which Collections may be deposited to which the Seller or any of its subsidiaries or Affiliates is a party or by which it or any of them may be boundthe named owner on the account, or including the Collection Account, and all amounts on deposit therein relating to which any such Purchased Receivables, (iv) all rights (but none of the property obligations) of Seller under the Sale Agreement between Wise Alloys LLC and Seller relating to such Purchased Receivables, and (v) all proceeds of, and all amounts received or assets of receivable under any or all of, the Seller or any of its subsidiaries or Affiliates is subject foregoing (any of clauses (i) through (iii)collectively, a the “Restricted ActionSold Assets”); provided it being understood that foregoing limitations the security interest in any Sold Asset shall not be interpreted as or deemed to supersede or limit any representation provided by secure only obligations of Seller to the Purchaser under this Agreementof such Sold Assets. In addition, a Purchaser shall only have rights to the Purchased Receivables and related Sold Assets which have been purchased by such Purchaser hereunder and such Purchaser shall have no rights to any Purchased Receivables or other related Sold Assets purchased by the other Purchaser hereunder.