“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of [Exhibit E].

No Assumption. This Agreement shall not be deemed to act as an assumption by Manager of any of the ​ Liabilities, or a limitation of the Company’s or ​’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument in connection therewith. This Agreement shall not be deemed to act as an assumption by ​ of any of the Manager Liabilities, or a limitation of the Manager’s representations, warranties, covenants, or agreements under or pursuant to the Purchase Agreement or any other agreement, certificate, or instrument.

“Transfer Effective Date”: with respect to an Assignment and Assumption, the effective date of such Assignment and Assumption.

An Assignment and Assumption Agreement, in the form of [Exhibit F] (the "Assignment and Assumption Agreement"), executed by Seller.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

execute and deliver an Assignment and Assumption of Purchased Interests in the form attached hereto as [Exhibit A] (the “Assignment and Assumption”);

“Assignment and Assumption” shall mean an assignment and assumption entered into by a Lender and an assignee in the form of [Exhibit B].

“Assignment and Assumption” means an Assignment and Assumption substantially in the form of [Exhibit A] or such other form approved by the Administrative Agent.

A Assignment and Assumption

SECTION #Lender Consent. The Lenders hereby consent to the appointment of EverBank as successor Administrative Agent and the other matters set forth in the Assignment, Assumption and Amendment Agreement, dated as of the Restatement Date, between EverBank and Capital One, National Association, a copy of which has been provided to each Lender.