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: (i) Two Harbors LLC hereby contributes, assigns, sets over, transfers, conveys and delivers to the REIT, absolutely and unconditionally and free and clear of all Liens, all of its right, title and interest in and to Two Harbors Property, including all rights to indemnification in favor of Two Harbors LLC under the LLC Agreement; (ii) immediately following the transfer described in Section 1.01(a)(i), 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 Two Harbors Property; (iii) the REIT accepts the assignment by Two Harbors LLC, the Operating Partnership accepts the assignment by the REIT, and the Operating Partnership agrees to be bound by the terms of the LLC 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 Two Harbors LLC with respect to Two Harbors Property on or after the Closing Date (as defined below). (b) All of the parties hereto agree that, as a result of the assignment and assumptions hereunder, for purposes of the LLC Agreement, the Operating Partnership shall become the sole member and manager of Two Harbors Property.