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Contract analysis / secretarys-certificate-issuer.docx
secretarys-certificate-issuer.docx
1024-00004 · 8 clauses
High · 0 Medium · 0 Standard · 4
1. INTRODUCTORY RECITALS Standard
⚑ Commercial term
1. INTRODUCTORY RECITALS The undersigned, being a duly appointed director of Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability 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 (the "Issuer"), hereby certifies as follows: This Director's Certificat
2. DEFINITIONS
2. DEFINITIONS Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Indenture, dated as of August 22, 2023, as supplemented by the First Supplemental Indenture, dated as of September 8, 2023. For purposes of this Certificate, the term "Transaction Documents" shall mean, collectively, each of the following agreements, instruments, documen
3. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS Standard
⚑ Commercial term
3. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS 3.1 Memorandum and Articles of Association The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Memorandum and Articles of Association of Driftwood CLO 2023-I, Ltd. (the "Memorandum and Articles of Association"), as adopted and currently in full force and effect. The Memorandum and Articles of Association have not
4. CERTIFICATION OF BOARD RESOLUTIONS Standard
⚑ Commercial term
4. CERTIFICATION OF BOARD RESOLUTIONS The undersigned hereby certifies that attached hereto as Exhibit D is a true, correct, and complete copy of the written resolutions of the Board of Directors of Driftwood CLO 2023-I, Ltd., adopted on August 20, 2023 (the "Resolutions"). The Resolutions were duly adopted by all of the directors of the Issuer by unanimous written consent in lieu of a meeting, in accordance with the
5. INCUMBENCY CERTIFICATION
5. INCUMBENCY CERTIFICATION The undersigned hereby certifies that each of the persons named below is, as of the date hereof, a duly elected or duly appointed officer or director of Driftwood CLO 2023-I, Ltd., holding the title set forth opposite his or her name in the table below. Each such person has been duly authorized pursuant to the Resolutions to execute and deliver, on behalf of the Issuer, the Transaction Doc
6. FURTHER CERTIFICATIONS
6. FURTHER CERTIFICATIONS 6.1 No Amendments to Organizational Documents The undersigned hereby certifies that the Memorandum and Articles of Association of the Issuer, a true, correct, and complete copy of which is attached hereto as Exhibit A, have not been amended, restated, supplemented, or otherwise modified since the date of their initial adoption and registration with the Registrar of Companies of the Cayman Is
7. RELIANCE
7. RELIANCE This Certificate is delivered by the undersigned on behalf of the Issuer for the benefit of, and may be relied upon by, each of the following persons and entities, together with their respective successors and assigns, in connection with the transactions contemplated by the Transaction Documents: (a) Ironclad Trust Company, N.A., in its capacities as Trustee, Note Registrar, Paying Agent, Transfer Agent,
8. EXECUTION Standard
⚑ Commercial term
8. EXECUTION IN WITNESS WHEREOF, the undersigned has duly executed this Director's Certificate on behalf of Driftwood CLO 2023-I, Ltd. as of September 12, 2023. DRIFTWOOD CLO 2023-I, LTD. By: ________ Name: Andrew R. Kilpatrick Title: Director Date: September 12, 2023 EXHIBIT A MEMORANDUM AND ARTICLES OF ASSOCIATION of DRIFTWOOD CLO 2023-I, LTD. (Cayman Islands Exempted Company — Registration No. EX-382916) Prepared