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5 <br />EXHIBIT A <br />ANNEX 1 TO ASSIGNMENT AND ASSUMPTION <br /> <br />STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND <br />ASSUMPTION <br /> <br />1. Representations and Warranties. <br /> <br />1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and <br />beneficial owner of its Assigned Interest, (ii) the Assigned Interest is free and clear of any <br />lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has <br />taken all action necessary, to execute and deliver this Assignment and Assumption and to <br />consummate the transactions contemplated hereby and (iv) it is not a Defaulting Lender; <br />and (b) except as set forth herein, makes no representation or warranty and assumes no <br />responsibility with respect to (i) any statements, representations or warranties made in or <br />in connection with the Loan Agreement or any other Loan Document, (ii) the execution, <br />validity, legality, enforceability, sufficiency, genuineness or value of, or the perfection or <br />priority of any lien or security interest created or purported to be created under or in <br />connection with, the Loan Agreement, any other Loan Document or any other instrument <br />or document furnished pursuant thereto or any collateral thereunder, (iii) the performance <br />or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of <br />any of their respective obligations under the Loan Agreement, any other Loan Document <br />or any other instrument or document furnished pursuant thereto or (iv) the financial <br />condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person <br />obligated in respect of the Loan Agreement or any other Loan Document. <br /> <br />1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power <br />and authority, and has taken all action necessary, to execute and deliver this Assignment <br />and Assumption and to consummate the transactions contemplated hereby and to become <br />a Lender under the Loan Agreement, (ii) it meets all requirements of an Eligible Assignee <br />under the Loan Agreement (subject to receipt of such consents as may be required under <br />the Loan Agreement), (iii) it shall be bound by the provisions of the Loan Agreement as a <br />Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations <br />of a Lender thereunder, from and after the Effective Date, (iv) it is sophisticated <br />regarding decisions to purchase assets such as those represented by the Assigned Interest <br />and either it, or the Person exercising discretion in making its decision to purchase the <br />Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a <br />copy of the Loan Agreement and the other Loan Documents, together with (or been given <br />the opportunity to receive) copies of the most recent financial statements delivered, as <br />applicable, and such other documents and information as it has deemed appropriate to <br />DocuSign Envelope ID: FA7C7BDD-C4C7-4AE1-9759-C7AD25D46041DocuSign Envelope ID: 53BA0D94-F5D4-433A-AB42-FA145A19D922