(a)           In consideration of Conduit Assignee’s payment of $[_______] to (or at the direction of) Conduit Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Conduit Assignor as of the date hereof under the Agreement (the “ Assignment Price ”), Conduit Assignor hereby sells and assigns to Conduit Assignee, without recourse and (except as set forth in Section 2) without representation or warranty, and Conduit Assignee hereby purchases and accepts from Conduit Assignor, all of Conduit Assignor’s right, title and interest in, to and under such assigned Loans owing to Conduit Assignor on the date hereof, together with a proportionate share of Conduit Assignor’s right, title and interest in and to the Collateral and all of Conduit Assignor’s rights under the Agreement and the other Transaction Document.