Subject to the full satisfaction of all conditions set forth below, Lender has agreed to consent to the Transfer and the Assumption. Lender is willing to consent to the Transfer and agree to the Assumption, subject to the terms and conditions set forth in this Assumption Agreement. I.DEPOSIT INSURANCE CORPORATION, RECEIVER of FIRST REPUBLIC BANK,. An assignment and assumption agreement assigns contractual rights or intangible personal property (such as intellectual property or goodwill) from one party. It allows one party to "assume" the rights and responsibilities of the other party.