Contract analysis

Section 1. Authorization and Authority 1.1. The undersigned, Marcus J. Reinholt, is a duly appointed director of Driftwood CLO 2023-I, Ltd. and is duly authorized to execute and deliver this Certificate on behalf of the Issuer. The undersigned has full power and authority to make each of the certifications, representations, and statements set forth herein. 1.2. The board of directors of Driftwood CLO 2023-I, Ltd. dul

Section 2. Representations and Warranties 2.1. Each of the representations and warranties made by the Issuer in the Indenture, dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture, dated as of September 8, 2023), is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except

Section 3. No Default 3.1. No Event of Default (as defined in Section 5.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023. 3.2. No Default (as defined in Section 1.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023. 3.3. No event has occurred that, with the giving of notice or lapse of time, or both, would constitute an Event of

Section 4. Compliance with Conditions Precedent 4.1. All conditions precedent to the issuance of the Notes set forth in Article II of the Indenture have been duly satisfied or, to the extent permitted thereunder, waived as of the Closing Date. 4.2. All conditions precedent to the obligations of the Lead Placement Agent and the Co-Placement Agent set forth in Section 5 of the Note Purchase Agreement have been duly sat

Section 5. Collateral Quality Tests Compliance 5.1. The undersigned hereby certifies that, as of the Closing Date, the collateral pool satisfies each of the Collateral Quality Tests specified in Article V of the Indenture. Without limiting the generality of the foregoing, the undersigned certifies as follows based upon information provided by the Collateral Manager and the Collateral Administrator: (a) Minimum Weight

Section 6. Overcollateralization and Interest Coverage Tests 6.1. The undersigned hereby certifies that, as of the Closing Date, each of the Coverage Tests specified in Article V of the Indenture is satisfied. The following minimum ratios have been met or exceeded: (a) Class A Overcollateralization Test. The Class A Overcollateralization Ratio (the "Class A O/C Ratio") is not less than 128.00%, as required by Section

Section 7. Warehouse Take-Out Confirmation 7.1. The undersigned hereby certifies that the warehouse credit facility in the aggregate commitment amount of $250,000,000 (the "Warehouse Facility"), provided by Havenwood Bank, N.A., as warehouse lender (the "Warehouse Lender"), pursuant to the Warehouse Credit Agreement dated as of May 22, 2023 (the "Warehouse Credit Agreement"), has been taken out in full on the Closing

Section 8. Note Issuance and Settlement 8.1. The undersigned hereby certifies that the Notes have been issued in the principal amounts and at the interest rate spreads set forth in the First Supplemental Indenture, dated as of September 8, 2023, as follows: 8.2. The reference rate applicable to the rated Notes is Compounded SOFR, calculated in accordance with the SOFR compounding methodology set forth in the Indentur

Section 9. Effective Date 9.1. The Effective Date (as defined in the Indenture) has not yet occurred as of the Closing Date, September 12, 2023. The Effective Date will occur upon the satisfaction of the Effective Date Conditions set forth in Section 2.06 of the Indenture, including, without limitation, the full ramp of the collateral portfolio to the target aggregate collateral par amount of $400,000,000 and the sat

Section 10. Payment Dates and Key Structural Dates 10.1. The first Payment Date following the Closing Date is January 15, 2024. 10.2. Payment Dates shall occur quarterly thereafter on the 15th day of each January, April, July, and October of each year (or, if such day is not a Business Day, on the next succeeding Business Day), commencing January 15, 2024. 10.3. The Record Date with respect to any Payment Date is the

Section 11. Transaction Accounts 11.1. The undersigned hereby certifies that all transaction accounts required to be established under the Indenture have been established with Havenwood Bank, N.A. (in its capacity as Account Bank under the Indenture), including the following accounts: (a) the Collection Account, into which all Interest Proceeds and Principal Proceeds are to be deposited; (b) the Payment Account, from

Section 12. No Litigation or Adverse Change 12.1. There is no action, suit, investigation, litigation, or proceeding (whether at law or in equity, and whether civil, criminal, administrative, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened against the Issuer or the Co-Issuer in any court, before any arbitrator of any kind, or before or by any governmental body or agency tha

Section 13. Tax Matters 13.1. The Issuer (Driftwood CLO 2023-I, Ltd.) is not, and does not expect to be, engaged in a trade or business within the United States for U.S. federal income tax purposes. The Issuer has been structured with the intention of not being subject to U.S. federal income taxation on a net basis and has not and does not intend to take any action that would cause it to be treated as engaged in a U.

Section 14. ERISA Matters 14.1. The rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) are "ERISA eligible" and may be acquired and held by, or on behalf of, employee benefit plans, individual retirement accounts, and other plans and arrangements subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal

Section 15. Governing Law 15.1. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law). [Remainder of this page intentionally left blank. Signature page follows.] SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD