Common use of CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION Clause in Contracts

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement; provided that the Operating Partnership accepts the assignment by such Contributor, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date. (b) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has not made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the REIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement and immediately following such transfer, the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests; provided that the Operating Partnership accepts the assignment by the REIT, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date. (c) In accordance with the terms of the Member Control Agreement, this Agreement shall serve as notice to managers and members, as the case may be, of the Contributed Entity of the transfer of each Contributor’s Contributed Interest, and such managers or members, as the case may be, of the Contributed Entity, to the extent applicable, consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the Operating Partnership as a substituted member have been satisfied or otherwise waived. (d) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the Member Control Agreement, the Operating Partnership shall be a substituted member of the Contributed Entity.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating PartnershipOP Subsidiary, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreementpartnership, limited liability company or similar agreement(s) of the applicable American Assets Entities (the “Organizational Documents”)), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreementits Organizational Documents; provided provided, that the Operating Partnership OP Subsidiary accepts the assignment by such Contributor, Contributor and agrees to be bound by the terms of the Member Control Agreement Organizational Documents governing such Contributor’s Contributed Interest and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity applicable American Assets Entities with respect to such Contributor’s Contributed Interest on or after the Closing Date. (b) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has not made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the REIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement and immediately following such transfer, the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests; provided that the Operating Partnership accepts the assignment by the REIT, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date. (c) In accordance with the terms of the Member Control AgreementOrganizational Documents governing each Contributor’s Contributed Interest, this Agreement shall serve as notice to the partners, managers and or members, as the case may be, of each of the Contributed Entity applicable American Assets Entities of the transfer of each Contributor’s Contributed Interest, and such partners, managers or members, as the case may be, of each of the Contributed Entityapplicable American Assets Entities, to the extent applicable, consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the Operating Partnership OP Subsidiary as a substituted partner or member have been satisfied or otherwise waived. (dc) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the Member Control AgreementOrganizational Documents governing each Contributor’s Contributed Interest, the Operating Partnership OP Subsidiary shall be a substituted member partner or member, as the case may be, of the Contributed applicable American Assets Entity.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreementpartnership, limited liability company or similar agreement(s) of the applicable American Assets Entities (the “Organizational Documents”)), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control AgreementOrganizational Documents; provided provided, that the Operating Partnership accepts the assignment by such Contributor, each Contributor and agrees to be bound by the terms of the Member Control Agreement Organizational Documents governing each Contributor’s Contributed Interest and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such each Contributor in the Contributed Entity applicable American Assets Entities with respect to such each Contributor’s Contributed Interest on or after the Closing Date. (b) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has not made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the REIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement and immediately following such transfer, the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests; provided that the Operating Partnership accepts the assignment by the REIT, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date. (c) In accordance with the terms of the Member Control AgreementOrganizational Documents governing each Contributor’s Contributed Interest, this Agreement shall serve as notice to the partners, managers and or members, as the case may be, of each of the Contributed Entity applicable American Assets Entities of the transfer of each Contributor’s Contributed Interest, and such partners, managers or members, as the case may be, of each of the Contributed Entity, to the extent applicable, applicable American Assets Entities consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the Operating Partnership as a substituted partner or member have been satisfied or otherwise waived. (dc) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the Member Control AgreementOrganizational Documents governing each Contributor’s Contributed Interest, the Operating Partnership shall be a substituted member limited partner or member, as the case may be, of the Contributed applicable American Assets Entity.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each the Contributor who has made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers transfers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control DEG Operating Agreement and the DEGA Operating Agreement), all of its right, title and interest in and to its the Contributed Interests, including all rights to indemnification in favor of such the Contributor under the Member Control agreements pursuant to which the Contributor acquired the Contributed Interests transferred pursuant to this Agreement; provided provided, that the Operating Partnership accepts the assignment by such Contributor, the Contributor and agrees to be bound by the terms of the Member Control DEG Operating Agreement and the DEGA Operating Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such the Contributor in the Contributed Entity as a member of DEG and DEGA with respect to such Contributor’s the Contributed Interest Interests arising solely on or after the Closing Date. (b) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has not made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers to the REIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement and immediately following such transfer, the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests; provided that the Operating Partnership accepts the assignment by the REIT, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity with respect to such Contributor’s Contributed Interest on or after the Closing Date. (c) In accordance with the respective terms of the Member Control DEG Operating Agreement and the DEGA Operating Agreement, this Agreement shall serve as notice to managers and members, as the case may be, of the Contributed Entity Manager of the transfer of each the Contributor’s 's Contributed InterestInterests, and such managers or members, as the case may be, of the Contributed Entity, to the extent applicable, Manager consents to, and agrees and acknowledges that all requirements and conditions for such transfer and the admission of the Operating Partnership as a substituted member have been satisfied or otherwise waived. (dc) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the Member Control DEG Operating Agreement and the DEGA Operating Agreement, the Operating Partnership shall be a substituted member of the Contributed EntityDEG and DEGA.

CONTRIBUTION TRANSACTION; ASSIGNMENT AND ASSUMPTION. (a) At the Closing (as defined below) and subject to the terms and conditions contained in this Agreement, each Contributor who has made a Valid Election to receive OP Units or cash : (i) Two Harbors LLC hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating PartnershipREIT, absolutely and unconditionally and free and clear of all Liens (other than those arising under the Member Control Agreement)Liens, all of its right, title and interest in and to its Contributed Intereststhe membership interests in THCH, including all rights to indemnification in favor of such Contributor Two Harbors LLC under the Member Control LLC Agreement; provided that , and the Operating Partnership Estimated Closing Cash Amount specified in Section 1.01(b). (ii) immediately following the transfer described in Section 1.01(a)(i), the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to GP LLC, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to THCH; (iii) the REIT accepts the assignment by such ContributorTwo Harbors LLC, agrees to be bound GP LLC accepts the assignment by the terms of REIT, and the Member Control Agreement and REIT undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity Two Harbors LLC with respect to such Contributor’s Contributed Interest THCH on or after the Closing DateDate (as defined below). (b) At In addition to the Closing (as defined below) and contribution by Two Harbors LLC of the equity interests in THCH, at Closing, subject to the terms and conditions contained in this Agreement, each Contributor who has not made a Valid Election to receive OP Units or cash hereby contributes, assigns, sets over, transfers, conveys and delivers Two Harbors LLC shall contribute the Estimated Closing Cash Amount to the REIT. At least three (3) Business Days prior to the Closing, absolutely Two Harbors LLC shall prepare and unconditionally deliver to the REIT a statement setting forth (i) Two Harbors LLC’s good faith estimate of (A) the Net Working Capital, and free and clear (B) the Net Portfolio Carrying Value, (ii) based on the foregoing estimates, the calculation of all Liens the cash payment to be made at the Closing (other than those arising under the Member Control Agreement“Estimated Closing Cash Amount”), all of its right, title and interest in and to its Contributed Interests, including all rights to indemnification in favor of such Contributor under the Member Control Agreement and immediately following such transfer, the REIT hereby contributes, assigns, sets over, transfers, conveys and delivers to the Operating Partnership, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to the Contributed Interests; provided that the Operating Partnership accepts the assignment by the REIT, agrees to be bound by the terms of the Member Control Agreement and undertakes, assumes and agrees punctually and faithfully to perform, pay or discharge when due and otherwise in accordance with its terms, all agreements, covenants, conditions, obligations and liabilities of such Contributor in the Contributed Entity (iii) reasonable supporting documentation with respect to such Contributor’s Contributed Interest on or after estimates and calculations, which statement (and the Closing Date. (cestimates thereon) In accordance with the terms of the Member Control Agreement, this Agreement shall serve as notice to managers and members, as the case may be, of the Contributed Entity of the transfer of each Contributor’s Contributed Interest, and such managers or members, as the case may be, of the Contributed Entity, be reasonably satisfactory to the extent applicable, consents to, and agrees and acknowledges REIT; provided that all requirements and conditions for such transfer and if the admission REIT objects to Two Harbors LLC’s estimate of the Operating Partnership as a substituted member have been satisfied or otherwise waived. (d) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, Net Working Capital for purposes of the Member Control Agreementcalculation hereunder, the Operating Partnership parties shall negotiate in good faith to resolve any such objection. The Estimated Closing Cash Amount shall be equal to the excess of $651 million over the Net Portfolio Carrying Value, (x) plus the estimated Net Working Capital, if a substituted member negative number, or (y) less the estimated Net Working Capital, if a positive number. This amount shall be further reduced by any cash amounts required to be paid by the REIT to (A) settle intercompany payables to Two Harbors and its Affiliates, (B) settle accrued interest on the Note Payable to Affiliate, (C) reimburse Two Harbors for transaction costs in connection with the IPO paid on behalf of the Contributed Entity.REIT, and (D) reimburse Two Harbors for general and administrative expenses paid on behalf of the REIT. As used in this Section 1.01(b):