Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture, the Collateral Management Agreement, or the Warehouse Credit Agreement, as applicable, unless the context otherwise requires. "Agreement" means this Assignment and Assumption Agreemen

Section 1.2 — Rules of Construction (a) The rules of interpretation and construction set forth in Section 1.2 of the Indenture are hereby incorporated by reference and shall apply to this Agreement, mutatis mutandis, as if set forth in full herein. (b) References to "Sections," "Articles," "Schedules," and "Exhibits" are references to the sections, articles, schedules, and exhibits of this Agreement, unless otherwise

ARTICLE II — ASSIGNMENT AND TRANSFER OF COLLATERAL

Section 2.1 — Assignment by DCM DCM, as Assignor, hereby irrevocably and unconditionally assigns, transfers, conveys, sets over, and delivers to the Issuer, as Assignee, effective as of the Closing Date (September 12, 2023), all of DCM's right, title, and interest in, to, and under the Assigned Collateral described on Schedule A attached hereto and made a part hereof, including without limitation: (a) all loan positi

Section 2.2 — Assumption by the Issuer The Issuer hereby accepts and assumes the assignment and transfer of the Assigned Collateral effected pursuant to Section 2.1, subject to and in accordance with the terms and conditions of this Agreement, the Indenture, and the Collateral Management Agreement. By accepting such assignment and transfer, the Issuer agrees to be bound by, and to comply with, the terms of the underl

Section 2.3 — Release of Warehouse Liens Havenwood Bank hereby acknowledges and confirms that, simultaneously with and conditioned upon receipt of the payoff amount of $212,500,000, together with all accrued and unpaid interest and fees thereon, in accordance with the Warehouse Payoff Letter dated September 12, 2023, by wire transfer of immediately available funds to the account designated in Schedule B hereto: (a) a

Section 2.4 — Pledge to the Trustee Simultaneously with the assignment and transfer effected pursuant to Section 2.1, the Issuer hereby grants, pledges, assigns, transfers, and conveys to Ironclad Trust, as Trustee and collateral agent under the Indenture, for the benefit of the secured parties under the Indenture (including the holders of the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D No

Section 2.5 — Effective Time The assignment, transfer, release, and pledge contemplated by this Article II shall be effective simultaneously as of 10:00 a.m. (Eastern Time) on September 12, 2023, immediately following receipt by Havenwood Bank of the warehouse payoff amount in full in accordance with the Warehouse Payoff Letter and Schedule B hereto. For the avoidance of doubt, the release of the Warehouse Liens purs

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF DCM (ASSIGNOR) DCM hereby represents and warrants to the Issuer, the Co-Issuer, Havenwood Bank, and the Trustee as follows, as of the Closing Date:

Section 3.1 — Organization and Authority (a) DCM is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not have a material adverse effect on DCM's

Section 3.2 — Good Title; Free and Clear (a) DCM is the sole legal and beneficial owner of each item of Assigned Collateral listed on Schedule A hereto, and has good and marketable title to the Assigned Collateral. (b) Upon the release of the Warehouse Liens pursuant to Section 2.3, the Assigned Collateral will be free and clear of all liens, claims, encumbrances, charges, pledges, security interests, and adverse cla

Section 3.3 — Eligibility of Assigned Collateral (a) Each item of Assigned Collateral listed on Schedule A constitutes an "Eligible Collateral Obligation" as defined in the Indenture as of the Closing Date and satisfies all eligibility criteria set forth therein, including credit quality, lien priority, obligor jurisdiction, and documentation requirements. (b) Each loan comprising the Assigned Collateral is a broadly

Section 3.4 — No Conflicts The execution, delivery, and performance by DCM of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not: (a) violate, conflict with, or result in a breach of any provision of DCM's Certificate of Formation or Limited Liability Company Agreement (each as amended through the date hereof); (b) violate any applicable law, statute, rule, regulation, o

Section 3.5 — No Litigation No action, suit, litigation, proceeding, arbitration, or investigation of any nature is pending before, or to the knowledge of DCM, threatened by or before, any court, arbitrator, or governmental authority against DCM or any of its affiliates that (a) would materially and adversely affect DCM's ability to execute, deliver, or perform its obligations under this Agreement or to consummate th

Section 3.6 — Accuracy of Schedule A Schedule A attached hereto is complete and accurate in all material respects as of the Closing Date and sets forth, for each item of Assigned Collateral, the following information: (a) the name of the obligor (i.e., the underlying borrower under the applicable credit agreement); (b) the CUSIP number and/or Loan Identification Number ("LIN"), as applicable; (c) the outstanding par

Section 3.7 — Warehouse Compliance (a) All acquisitions of Assigned Collateral by DCM during the warehouse ramp period (May 25, 2023 through the date hereof) were made in compliance with the eligibility criteria, concentration limits, advance rate requirements, and other limitations and conditions set forth in the Warehouse Credit Agreement, and no default or event of default has occurred and is continuing under the

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE ISSUER (ASSIGNEE) The Issuer hereby represents and warrants to DCM, Havenwood Bank, and the Trustee as follows, as of the Closing Date:

Section 4.1 — Organization and Authority (a) The Issuer is an exempted company duly incorporated, validly existing, and in good standing under the laws of the Cayman Islands (Registration No. EX-382916), with its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. (b) The Issuer has full power, authority, and legal right to execute and deliver this Agreemen

Section 4.2 — Indenture and Notes (a) The Indenture has been duly executed and delivered by the Issuer and the Co-Issuer, and constitutes a valid and binding obligation of each of the Issuer and the Co-Issuer, enforceable in accordance with its terms. (b) The issuance of $400,000,000 in aggregate principal amount of Notes on the Closing Date has been duly authorized by all necessary corporate action on the part of th

Section 4.3 — No Conflicts The acceptance of the assignment and transfer of the Assigned Collateral by the Issuer, and the grant of the security interest to the Trustee pursuant to Section 2.4 hereof, do not and will not (a) violate, conflict with, or result in a breach of any provision of the Issuer's Memorandum and Articles of Association (as amended through the date hereof), (b) violate any applicable law, statute

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF HAVENWOOD BANK Havenwood Bank hereby represents and warrants to DCM, the Issuer, the Co-Issuer, and the Trustee as follows, as of the Closing Date:

Section 5.1 — Authority (a) Havenwood Bank is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, operating pursuant to a charter granted by the Office of the Comptroller of the Currency. (b) Havenwood Bank has full power, authority, and legal right to execute and deliver this Agreement, to release the Warehouse Liens as contemplated by Section 2.

Section 5.2 — Release (a) Upon receipt of the payoff amount of $212,500,000, together with all accrued and unpaid interest and fees, in accordance with the Warehouse Payoff Letter dated September 12, 2023, Havenwood Bank will have no further claim, right, title, interest, lien, or encumbrance of any kind in or to the Assigned Collateral or any proceeds thereof. (b) Upon receipt of such payoff amount, all obligations

Section 5.3 — No Other Liens Havenwood Bank has not sold, transferred, assigned, pledged, hypothecated, or further encumbered its Warehouse Liens or any interest therein to any third party. No person or entity other than Havenwood Bank holds any interest in or claim against the Warehouse Liens or the Assigned Collateral arising through Havenwood Bank. Havenwood Bank has not granted any participation interest or sub-p

Section 6.1 — Further Assurances Each Party hereby agrees to execute and deliver, or cause to be executed and delivered, such further instruments, documents, agreements, certificates, and filings as may be reasonably necessary or desirable to effectuate the purposes of this Agreement and to carry out the intent and provisions hereof, including without limitation: (a) UCC-3 termination statements to terminate the fina

Section 6.2 — Settlement of Pending Trades To the extent any items of Assigned Collateral listed on Schedule A are in a pending settlement status as of the Closing Date (each, a "Pending Position"), DCM shall use commercially reasonable efforts to complete settlement thereof as promptly as practicable following the Closing Date, and in any event within the time periods customarily applicable to such settlements in th

Section 6.3 — Cooperation with Trustee DCM and the Issuer shall cooperate fully with Ironclad Trust to complete the transfer of custody of the Assigned Collateral to the Trustee's accounts established under the Indenture, including without limitation: (a) the transfer of positions held through the Depository Trust Company to Ironclad Trust's DTC account (Participant No. 2176); (b) the delivery of original or certifie

Section 6.4 — Notification to Agents DCM shall, as promptly as practicable following the Closing Date and in any event within five (5) business days thereafter, notify the administrative agent and/or collateral agent under each underlying credit agreement governing the Assigned Collateral of the assignment and transfer of the applicable loan position from DCM to the Issuer, and shall direct all future payments of pri

Section 6.5 — Tax Matters (a) The Parties acknowledge and agree that the Issuer (Driftwood CLO 2023-I, Ltd.) is structured and intended to operate in a manner that avoids being treated as engaged in a United States trade or business for United States federal income tax purposes and avoids being subject to United States federal income tax on a net-income basis. The Parties shall not take any action that is inconsisten

ARTICLE VII — CONDITIONS PRECEDENT

Section 7.1 — Conditions to Effectiveness This Agreement, and the assignment, transfer, release, and pledge contemplated by Article II hereof, shall become effective simultaneously with the satisfaction (or waiver by the applicable Party) of each of the following conditions precedent, each of which shall be satisfied on or prior to the Effective Time specified in Section 2.5: (a) Warehouse Payoff. Havenwood Bank shal

ARTICLE VIII — INDEMNIFICATION

Section 8.1 — Indemnification by DCM DCM shall indemnify, defend, and hold harmless the Issuer, the Co-Issuer, the Trustee, and their respective officers, directors, employees, agents, and successors (collectively, the "DCM Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) (collect

Section 8.2 — Indemnification by Havenwood Bank Havenwood Bank shall indemnify, defend, and hold harmless the Issuer, the Co-Issuer, the Trustee, and their respective officers, directors, employees, agents, and successors (collectively, the "Havenwood Indemnified Parties") from and against any and all Losses incurred by any Havenwood Indemnified Party and arising out of or resulting from: (a) any failure by Havenwood

Section 8.3 — Survival The representations, warranties, covenants, and indemnification obligations of the Parties set forth in this Agreement shall survive the Closing Date and the consummation of the transactions contemplated hereby for a period of one (1) year following the Closing Date; provided, however, that (a) any claim for indemnification made in writing prior to the expiration of such one-year period shall s

Section 9.1 — Governing Law This Agreement, and all claims and causes of action arising out of or relating to this Agreement, shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts-of-law principles that would require the application of the laws of any other jurisdiction. Each Party acknowledges that the choice of New York law is cons

Section 9.2 — Jurisdiction Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America and the courts of the State of New York, in each case located in the Borough of Manhattan, City of New York, for any action, suit, or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionally waives

Section 9.3 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered in person, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by nationally recognized overnight courier service, or (d) sent by electronic mail (with confirmatio

Section 9.4 — Entire Agreement This Agreement, together with the Indenture, the Warehouse Credit Agreement, the Warehouse Facility Termination and Release Agreement, the Warehouse Payoff Letter, the Collateral Management Agreement, the Collateral Administration Agreement, and the Closing Funds Flow Memorandum, and the schedules and exhibits hereto and thereto, constitutes the entire agreement among the Parties with r

Section 9.5 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless the same is in writing and signed by each of the Parties hereto. In the case of any amendment, modification, or waiver that affects the rights or duties of the Trustee under this Agreement or the Indenture, such amendment, modification, or waiver shall not be effective wi

Section 9.6 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of each Party hereto and their respective successors and permitted assigns. No Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties hereto, except that the Trustee may assign its rights and obligations hereunder to a succe

Section 9.7 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided that the Partie

Section 9.8 — Counterparts; Electronic Execution This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, electronic mail (including PDF), or other electronic means of transmission shall be as effective as delivery of

Section 9.9 — Third-Party Beneficiaries The holders from time to time of the Notes issued under the Indenture (including holders of the Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, Class D Notes, and Subordinated Notes) are intended third-party beneficiaries of the pledge and security interest granted pursuant to Section 2.4 of this Agreement and shall be entitled to enforce the provisions of Secti

Section 9.10 — Headings The section and article headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. All references to "Sections" and "Articles" herein refer to the corresponding sections and articles of this Agreement unless otherwise specified. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the Parties