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