Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Termination and Release Agreement, dated as of September 12, 2023, among the Borrower, the Collateral Manager, and the Lender, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Borrower" means Driftwo

Section 1.2 — Interpretation. Unless otherwise defined herein, capitalized terms used but not defined in this Agreement shall have the respective meanings given to such terms in the Warehouse Agreement. In this Agreement, unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa, and words importing a gender shall include each gender; (b) references to "Articles,"

ARTICLE II — ACKNOWLEDGMENT OF REPAYMENT AND SATISFACTION

Section 2.1 — Acknowledgment of Full Repayment. The Lender hereby acknowledges and confirms that it has received, on September 12, 2023, in immediately available funds by wire transfer to its account in accordance with the wire instructions set forth in the Payoff Letter, full and final payment of the Payoff Amount in complete satisfaction of all Obligations under the Warehouse Agreement. The Payoff Amount received b

Section 2.2 — Confirmation of Satisfaction. The Lender hereby confirms that, upon receipt of the Payoff Amount as described in Section 2.1, all Obligations of the Borrower and the Collateral Manager under or in connection with the Warehouse Agreement and the Security Documents have been indefeasibly paid in full and satisfied in their entirety. No further amounts are or shall become due or owing by the Borrower or th

ARTICLE III — TERMINATION OF WAREHOUSE AGREEMENT AND RELATED DOCUMENTS

Section 3.1 — Termination of Warehouse Agreement. Effective as of the date hereof, the Warehouse Agreement is hereby terminated in its entirety and shall be of no further force or effect, except as expressly set forth in Section 3.3 hereof. All commitments of the Lender to make advances, extend credit, or otherwise make funds available to the Borrower under the Warehouse Agreement are, as of the date hereof, irrevoca

Section 3.2 — Termination of Ancillary and Security Documents. Effective as of the date hereof, each of the following documents and agreements executed, delivered, or entered into in connection with the Warehouse Agreement is hereby terminated in its entirety and shall be of no further force or effect, except as expressly set forth in Section 3.3 hereof: (a) all pledge agreements and security agreements, including th

Section 3.3 — Survival. Notwithstanding the termination of the Warehouse Agreement and the Security Documents pursuant to Sections 3.1 and 3.2 hereof, the following provisions shall survive such termination solely to the extent expressly provided therein: (a) indemnification obligations of the Borrower and the Collateral Manager in favor of the Lender and its Indemnified Persons (as defined in the Warehouse Agreement

ARTICLE IV — RELEASE OF COLLATERAL AND SECURITY INTERESTS

Section 4.1 — Release of Liens and Security Interests. The Lender hereby unconditionally and irrevocably releases, discharges, and terminates all liens, security interests, pledges, assignments, mortgages, charges, hypothecations, and encumbrances of any kind, whether arising by contract, operation of law, or otherwise (collectively, "Liens"), granted by or on behalf of the Borrower and/or the Collateral Manager in f

Section 4.2 — UCC Termination Statements. The Lender hereby authorizes the Borrower (and/or its counsel, Calderwood & Harkness LLP) to prepare and file, at the Borrower's sole cost and expense, UCC-3 termination statements in all applicable jurisdictions with respect to all UCC-1 financing statements filed by or on behalf of the Lender naming the Borrower and/or the Collateral Manager as debtor in connection with the

Section 4.3 — Return of Possessory Collateral. To the extent the Lender holds, or has in its possession or under its control, any possessory collateral in connection with the Warehouse Agreement, including original promissory notes, instruments, securities certificates, stock powers, or other negotiable or non-negotiable documents of title, the Lender shall, within five (5) business days following the date hereof, de

Section 4.4 — Account Closure or Redesignation. With respect to any collateral accounts, collection accounts, or other deposit accounts or securities accounts maintained at Havenwood Bank, N.A. in connection with the Warehouse Agreement, the Parties agree as follows: (a) Any such accounts that are no longer required in connection with the CLO Transaction or the ongoing operations of the Issuer shall be closed promptl

Section 4.5 — Assignment of Collateral. The Parties acknowledge and agree that the assignment, transfer, and conveyance of all collateral assets from the warehouse portfolio to Driftwood CLO 2023-I, Ltd. (in its capacity as Issuer under the Indenture) has been effectuated on the date hereof pursuant to a separate Assignment of Collateral Agreement dated September 12, 2023 (the "Assignment Agreement"), and that such c

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.1 — Representations and Warranties of the Lender. Havenwood Bank, National Association hereby represents and warrants to each of the Borrower and the Collateral Manager, as of the date hereof, as follows: (a) Organization and Good Standing. It is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and has all requisite corporate power an

Section 5.2 — Representations and Warranties of the Borrower. Driftwood CLO 2023-I, Ltd. hereby represents and warrants to the Lender and the Collateral Manager, as of the date hereof, as follows: (a) Organization and Good Standing. It 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

Section 5.3 — Representations and Warranties of the Collateral Manager. Driftwood Credit Management LLC hereby represents and warrants to the Lender and the Borrower, as of the date hereof, as follows: (a) Organization and Good Standing. It is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company powe

Section 6.1 — Release by the Lender. Effective as of the date hereof, the Lender, for itself and on behalf of its successors, assigns, parents, subsidiaries, affiliates, officers, directors, employees, agents, and representatives (collectively, the "Lender Releasing Parties"), hereby fully, finally, unconditionally, and irrevocably releases, acquits, and forever discharges the Borrower, the Collateral Manager, and ea

Section 6.2 — Release by the Borrower and the Collateral Manager. Effective as of the date hereof, each of the Borrower and the Collateral Manager, for itself and on behalf of its respective successors, assigns, affiliates, partners, members, managers, officers, directors, employees, agents, and representatives (collectively, the "Borrower/CM Releasing Parties"), hereby fully, finally, unconditionally, and irrevocabl

ARTICLE VII — ADDITIONAL COVENANTS AND AGREEMENTS

Section 7.1 — Further Assurances. Each Party hereto agrees to execute and deliver, or cause to be executed and delivered, from time to time following the date hereof, such additional instruments, documents, certificates, assurances, and agreements as may be reasonably requested by any other Party hereto in order to carry out the purposes and intent of this Agreement, including the full and complete release and termin

Section 7.2 — Cooperation Regarding Regulatory and Tax Matters. The Parties shall cooperate with each other in good faith and in a timely manner as reasonably requested in connection with any regulatory inquiries, examinations, audits, tax filings, or other regulatory or tax matters relating to the Warehouse Agreement, the Facility, or the transactions contemplated thereby for any period during which the Facility was

Section 7.3 — Record Retention. Each Party shall retain, in accordance with its customary document retention policies, complete copies of the Warehouse Agreement, the Security Documents, and all related transaction records, correspondence, trade confirmations, and settlement documentation for a period of not less than the greater of (a) seven (7) years from the date hereof or (b) such longer period as may be required

Section 8.1 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).

Section 8.2 — Jurisdiction; Service of Process; Waiver of Jury Trial. (a) Submission to Jurisdiction. Each Party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of the Supreme Court of the State of New York, County of New York (and any appellate courts thereof), for the purposes of any suit, action, or proceeding a

Section 8.3 — Entire Agreement. This Agreement, together with the Payoff Letter and the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, agreements, and understandings (whether written or oral) relating to the termination of the Warehouse Agreement, the release

Section 8.4 — Amendments and Waivers. No provision of this Agreement may be amended, modified, supplemented, or waived except by an instrument in writing executed and delivered by each of the Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise t

Section 8.5 — Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby, and the Parties shall endeavor in good faith to replace such invalid, illegal, or unenforceable provision with a

Section 8.6 — Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile, electronic signature, or portable document format (PDF) transmission), each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsi

Section 8.7 — Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. No Party may assign its rights or obligations under this Agreement without the prior written consent of each other Party, except that the Lender may assign its rights hereunder (including the benefit of the mutual release) to any successor in

Section 8.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given (a) when delivered in person, (b) when sent by confirmed electronic mail (with a copy sent by another method specified in this Section 8.8), (c) one (1) business day after being sent by nationally recognized overnight courier service, or (d) three

Section 8.9 — No Third-Party Beneficiaries. Except as expressly provided in this Section 8.9, this Agreement is solely for the benefit of the Parties hereto and their respective successors and permitted assigns, and nothing contained herein, whether express or implied, shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agre

Section 8.10 — Headings. The article and section headings, captions, and table of contents (if any) contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement. [Remainder of this page intentionally left blank. Signature pages follow.] SIGNATURE PAGES TO TERMINATION AND RELEASE AGREEMENT IN WITNESS WHER