Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to analyze in detail the mechanics for taking out the $250,000,000 revolving warehouse credit facility provided by Havenwood Bank, N.A. at the closing of the Driftwood CLO 2023-I transaction, and to identify the procedural, timing, documentary, and coordination steps required to execute the warehouse take-out in a manner consistent with the requiremen

II. Overview of the Warehouse Facility A. Facility Terms The warehouse credit facility is a $250,000,000 revolving credit facility provided by Havenwood Bank, N.A. to the Issuer for the purpose of acquiring broadly syndicated first-lien senior secured leveraged loans during the pre-CLO ramp period. The material terms of the warehouse facility are summarized below. Lender. Havenwood Bank, N.A. is a national banking as

III. Sources and Uses of Funds at CLO Closing A. Sources The sole source of funds for the CLO closing will be the proceeds from the issuance of CLO Notes by the Issuer and Co-Issuer. The total aggregate principal amount of notes to be issued is $400,000,000, distributed across six tranches as set forth in the table below. The notes will be offered and sold pursuant to Rule 144A and Regulation S under the Securities A

1. Warehouse Payoff to Havenwood Bank, N.A. The first-priority use of proceeds will be the repayment in full of all outstanding obligations under the warehouse facility. The estimated payoff amount is $212,500,000 in principal plus accrued and unpaid interest through the payoff date (the exact accrued interest amount to be confirmed in the payoff letter from Havenwood Bank). As described further in Section V below, t

2. Placement Fee to Meridian Atlantic Securities LLC. A placement fee of $1,820,000 is payable to Meridian Atlantic Securities LLC as lead placement agent. This fee represents 0.50% of the aggregate principal amount of the rated notes ($364,000,000 = $256,000,000 + $40,000,000 + $28,000,000 + $24,000,000 + $16,000,000). The placement fee will be wire-transferred to Meridian Atlantic on the Closing Date in accordance

3. Co-Placement Fee to Northbridge Capital Markets Inc. A co-placement fee of $90,000 is payable to Northbridge Capital Markets Inc. as co-placement agent for the subordinated notes. This fee represents 0.25% of the aggregate principal amount of the subordinated notes ($36,000,000). The co-placement fee will be wire-transferred to Northbridge on the Closing Date.

4. Funding of Transaction Accounts. A portion of the note proceeds will be deposited into the various transaction accounts established under the Indenture, including the Collection Account, Payment Account, Interest Reserve Account, and Expense Account. These accounts will be established at Havenwood Bank, N.A. in its capacity as account bank and held by Ironclad Trust Company, N.A. in its capacity as Indenture Trust

5. Remaining Collateral Purchases. After application of proceeds to the warehouse payoff, placement fees, account funding, and transaction expenses, the remaining note proceeds will be available to fund additional collateral purchases during the post-closing ramp period. The target portfolio par is $400,000,000, and the Indenture requires that the Effective Date conditions (including full ramp and compliance with col

6. Transaction Expenses. The remaining transaction expenses to be paid at or in connection with closing include legal fees (Calderwood & Harkness LLP, Kenton & Caldwell LLP, Ashworth & Pratt LLP, Applegategate Offshore Services Ltd., and other counsel), rating agency fees (Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC), trustee acceptance fees (Ironclad Trust Company, N.A.), printing and documen

IV. Collateral Assignment Procedures A. Transfer of Collateral from Warehouse to CLO Structure On the Closing Date, all collateral assets held in the warehouse custody accounts at Havenwood Bank, N.A. will be assigned and transferred to Driftwood CLO 2023-I, Ltd. (the Issuer). This transfer is the mechanism by which the collateral portfolio that was accumulated during the warehouse ramp period becomes the property of

V. Warehouse Payoff Mechanics A. Payoff Letter Havenwood Bank, N.A. will deliver a payoff letter (the "Payoff Letter") to the Issuer (Driftwood CLO 2023-I, Ltd.) and to Calderwood & Harkness LLP, as counsel to the Issuer. The Payoff Letter is a critical closing deliverable, as it sets forth the precise amount required to fully discharge all outstanding obligations under the warehouse facility and provides the wire tr

VI. Release of Security Interests A. Warehouse Facility Termination and Release Agreement Upon receipt by Havenwood Bank of the full payoff amount and confirmation thereof, the parties will execute and deliver a Termination and Release Agreement (the "Release Agreement"). The Release Agreement will be entered into among the following parties: • Driftwood CLO 2023-I, Ltd. (Issuer) • Driftwood Credit Management LLC (Co

VII. Coordination with Ironclad Trust Company, N.A. as Incoming Trustee and Custodian A. Trustee's Role Ironclad Trust Company, N.A. will serve in multiple capacities under the CLO transaction documents. Specifically, Ironclad Trust will act as: • Indenture Trustee under the Indenture dated August 22, 2023 • Note Registrar for the CLO Notes • Paying Agent for distributions on the CLO Notes • Transfer Agent for transf

1. Establishment of Trust Accounts. Ironclad Trust will establish the following trust accounts at Havenwood Bank, N.A. (as account bank) prior to the Closing Date: the Collection Account, the Payment Account, the Principal Account, the Interest Account, and the Expense Account. Account titling conventions must conform to the requirements of the Indenture, with each account titled in the name of "Ironclad Trust Compan

2. DTC Eligibility. Ironclad Trust will confirm DTC eligibility for all CLO Notes by CUSIP (Class A-1 Notes through Subordinated Notes, including both 144A and Regulation S CUSIPs). The DTC eligibility process requires the submission of DTC depository letters, underwriting agreements, and related documentation to DTC's Underwriting Department. DTC depository letters should be submitted no later than ten (10) business

3. Custody Setup. Ironclad Trust will establish custody accounts for the transferred collateral and will communicate trade settlement instructions to all agent banks for the underlying syndicated loans in the collateral portfolio. The custody setup process requires coordination between Ironclad Trust's custody operations team and the Driftwood Credit Management trading desk. Custody account setup should be completed

4. Authentication of Notes. On the Closing Date, Ironclad Trust will authenticate the global notes representing each tranche of the CLO Notes. Authentication will be effected by a duly authorized officer of Ironclad Trust upon receipt of: (i) an Officer's Certificate from the Issuer certifying that all conditions to issuance have been satisfied; and (ii) a written order from the Issuer directing the Trustee to authen

1. Execution and delivery of all closing documents by all parties.

2. Authentication of the global notes by Ironclad Trust.

3. Delivery of the global notes to DTC for credit to the DTC participant accounts of the initial purchasers (Meridian Atlantic Securities LLC and Northbridge Capital Markets Inc.).

4. Receipt of CLO note proceeds into the Issuer's closing/collection account at Havenwood Bank.

5. Transmission of the warehouse payoff wire to Havenwood Bank ($212,500,000 plus accrued interest).

6. Confirmation of receipt of the warehouse payoff by Havenwood Bank.

7. Execution and delivery of the Termination and Release Agreement; release of warehouse liens.

8. Perfection of the Indenture security interest — the first-priority lien under the Indenture attaches to all collateral assets upon release of the warehouse liens, with UCC-1 financing statements for the Indenture lien having been pre-filed with an effective date of the Closing Date.

9. Application of remaining proceeds per the Closing Funds Flow Memorandum (placement fees, new collateral purchases, account funding, transaction expenses). The sequencing of these events must be strictly observed. Any deviation from the sequence could create gap risk (as described in Section X.B) or a failure of closing conditions under the Indenture or the Note Purchase Agreement. D. Post-Closing Custodial Transfe

VIII. DTC Settlement Timing and Note Delivery A. DTC Clearance Process All CLO Notes — both rated notes (Class A-1 through Class D) and subordinated notes — will be represented by one or more global notes held through The Depository Trust Company ("DTC"). Beneficial interests in the global notes will be recorded in the books and records of DTC and its direct and indirect participants. No physical certificates will be

IX. Key Documentary Deliverables for the Warehouse Take-Out A. Documents to be Prepared or Reviewed by Calderwood & Harkness The following documents are the primary responsibility of the Calderwood & Harkness deal team in connection with the warehouse take-out:

1. Warehouse Payoff Letter. The Payoff Letter will be prepared and delivered by Havenwood Bank, N.A. to the Issuer and Calderwood & Harkness. C&H's responsibility is to review the Payoff Letter for accuracy, confirm consistency with the terms of the warehouse facility agreement (including the interest rate, day count convention, and any fee provisions), independently verify the accrued interest calculation, and confi

2. Warehouse Facility Termination and Release Agreement. The Release Agreement will be entered into among the Issuer, Driftwood Credit Management LLC, and Havenwood Bank, N.A. Calderwood & Harkness will prepare the initial draft of the Release Agreement and negotiate its terms with Kenton & Caldwell LLP on behalf of Havenwood Bank. Key negotiation points will include the scope of the release (unconditional vs. limite

3. Assignment of Collateral (Warehouse to CLO Issuer). The Assignment Agreement will effect the transfer of all collateral assets from the warehouse structure to the Issuer, with a simultaneous pledge to Ironclad Trust under the Indenture. The Assignment Agreement will attach the Collateral Schedule (as described in Section IV.B above). Calderwood & Harkness will prepare the initial draft of the Assignment Agreement

4. Officer's Certificate of the Issuer (Closing Certificate). The Officer's Certificate will be executed by an authorized officer of the Issuer on the Closing Date and will certify, among other things: (i) the satisfaction of all conditions to closing under the Indenture and the Note Purchase Agreement; (ii) the accuracy of all representations and warranties of the Issuer as of the Closing Date; (iii) the absence of

5. Closing Funds Flow Memorandum. The Closing Funds Flow Memorandum will set forth a detailed statement of all sources and uses of funds at closing, including all wire transfer instructions, the sequencing of wires, and the exact dollar amounts for each disbursement. The memorandum will be prepared by Calderwood & Harkness in coordination with David Hwan (Driftwood Credit Management), Jonathan Halevy (Meridian Atlant

6. UCC-3 Termination Statements. UCC-3 termination statements will be filed by Havenwood Bank (or Kenton & Caldwell on its behalf) in Delaware and any other applicable jurisdictions where UCC-1 financing statements were filed in connection with the warehouse facility. Calderwood & Harkness will coordinate with Kenton & Caldwell to confirm the filing jurisdictions and file numbers, obtain copies of the filed UCC-3 ter

7. Trustee's Certificate of Authentication. Ironclad Trust Company, N.A. will deliver a certificate confirming the authentication of the global notes representing each tranche of the CLO Notes. The authentication certificate will be executed by a duly authorized officer of Ironclad Trust on the Closing Date.

8. Trustee's Counsel Opinion. Ashworth & Pratt LLP (Lillian Marchetti, Partner) will deliver a legal opinion opining on Ironclad Trust's due organization, valid existence, and authority to enter into and perform its obligations under the Indenture, the Collateral Administration Agreement, and the other transaction documents to which it is a party. Calderwood & Harkness will review the form of the Trustee's Counsel Op

9. Cayman Legal Opinion. Applegategate Offshore Services Ltd. (Nigel Pemberton, Senior Partner, Windward House, 4th Floor, George Town, Grand Cayman KY1-1306) will deliver a Cayman Islands legal opinion opining on the due incorporation and valid existence of Driftwood CLO 2023-I, Ltd. under Cayman Islands law, the corporate authority of the Issuer to enter into the transaction documents, and the enforceability of the

10. Rating Agency Confirmation Letters. Final rating confirmation letters will be required from both Brindoval Analytical Services Inc. (primary analyst: Anita Delgado) and Ridgeline Credit Ratings LLC (primary analyst: Kenji Matsuda), confirming the final ratings assigned to each rated tranche of the CLO Notes (Class A-1 through Class D). The receipt of final rating confirmations is a condition to closing under both

11. Note Purchase Agreement. The Note Purchase Agreement will be executed by the Issuers (Driftwood CLO 2023-I, Ltd. and Driftwood CLO 2023-I, LLC), Meridian Atlantic Securities LLC (as lead placement agent), and Northbridge Capital Markets Inc. (as co-placement agent). The Note Purchase Agreement will be dated as of the Pricing Date (September 8, 2023) and will govern the terms of the purchase and sale of the CLO No

12. Secretary's Certificate of the Issuer. A Secretary's Certificate (or Director's Certificate, as applicable under Cayman Islands practice) will be delivered by the Issuer certifying: (i) the incumbency and specimen signatures of all authorized officers and directors of the Issuer; (ii) the adoption and continuing effectiveness of the board resolutions authorizing the transaction (dated August 20, 2023); and (iii)

X. Risk Factors and Practical Considerations A. Timing Risk The warehouse payoff must occur on the same business day as the issuance and settlement of the CLO Notes. Any delay in the receipt of CLO note proceeds into the Issuer's closing account — whether due to DTC processing delays, failed trades, investor settlement failures, or interbank wire transfer issues — could result in a corresponding delay in the transmis