Sales etc. by Purchaser. The Seller and the Purchaser acknowledge that the Seller has entered into this Agreement and will enter into each Transaction on the assumption that the only source of payment to the Seller for the portion of the Deferred Purchase Price described in Section 1.1(aa)(2) will be the Collections and Net Proceeds payable to the Purchaser as owner of the Secured Loans and Related Secured Loan Rights and that if the Purchaser should assign the Purchased Assets to a Person not bound by this Agreement, such source of payment may be impaired and the interests of the Seller thereby prejudiced. Accordingly, without in any way derogating from the Purchaser's absolute ownership of the Purchased Assets, the Purchaser shall not sell, assign or transfer any Purchased Assets or Seller Receivable (in whole or in part) to any Person (including secondary purchasers, issuers of letters of credit to the Purchaser, and their assignees) (each such Person, a "Transferee") or sell, assign or transfer to a Transferee any of the Purchaser's rights hereunder or under any Related Document or interest herein or therein for the purpose of giving effect to any such sale, assignment or transfer of Purchased Assets or Seller Receivables unless the Transferee agrees in writing before the completion of such sale, assignment or transfer to be bound by the terms and conditions of this Agreement as if it were the Purchaser hereunder to the extent of the Purchased Assets, Seller Receivables or other rights to be sold, assigned or transferred. Upon any sale, assignment or transfer, the Transferee shall be fully subrogated to all rights, benefits and privileges of the Purchaser hereunder or thereunder and shall assume all obligations relating thereto.
