Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. All capitalized terms used but not otherwise defined in this First Supplemental Indenture shall have the respective meanings assigned to such terms in the Original Indenture. As used in this First Supplemental Indenture, the following terms shall have the following meanings: "Closing Date" means September 12, 2023. "First Supplemental Indenture" means this First Supplemental Indenture, dated

Section 1.2 Rules of Construction. This First Supplemental Indenture is to be construed in conjunction with, and as a supplement to, the Original Indenture. To the extent that any provision of this First Supplemental Indenture is inconsistent with any provision of the Original Indenture, the provisions of this First Supplemental Indenture shall govern and control solely with respect to the matters specifically addres

ARTICLE II FINAL PRICING TERMS

Section 2.1 Interest Rates. The following Interest Rates are hereby established as of the Pricing Date (September 8, 2023) with respect to each Class of Secured Notes. Each such Interest Rate shall be expressed as a per annum spread over the Reference Rate and shall apply to the applicable Class of Secured Notes for all periods from and including the Closing Date: The Subordinated Notes shall not bear a stated rate o

Section 2.2 Aggregate Principal Amounts. The aggregate principal amount of each Class of Notes to be issued on the Closing Date (September 12, 2023) is hereby confirmed as follows: The total aggregate principal amount of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be $364,000,000. The total aggregate principal amount of Subordinated Notes shall be $36,000,000.

Section 2.3 Minimum Denominations. Each Class of Rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) shall be issuable in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof. The Subordinated Notes shall be issuable in minimum denominations of $250,000 and integral multiples of $1 in excess thereof. No Note of any Class may be issued, transf

ARTICLE III CUSIPs, ISINs, AND NOTE IDENTIFIERS

Section 3.1 CUSIP and ISIN Numbers. The following CUSIP numbers and ISIN numbers have been assigned to the Notes and are hereby confirmed for purposes of the Indenture. Each Class of Notes shall bear the applicable CUSIP and ISIN numbers set forth below on the face of the Global Notes representing such Class: The Notes are being offered and sold in transactions exempt from registration under the Securities Act of 193

Section 3.2 DTC Eligibility. It is hereby confirmed that each Class of Notes is eligible for clearance and settlement through the facilities of The Depository Trust Company ("DTC"). The DTC Participant Number for Ironclad Trust Company, National Association, in its capacity as Trustee and Paying Agent, is 2176. Beneficial interests in the Global Notes will be shown on, and transfers thereof will be effected only thro

ARTICLE IV CONFIRMATION OF RATINGS

Section 4.1 Final Ratings. The following final ratings have been assigned to each Class of Rated Notes by the Rating Agencies set forth below, each of which is a nationally recognized statistical rating organization ("NRSRO") registered with the Securities and Exchange Commission pursuant to Section 15E of the Securities Exchange Act of 1934, as amended: The Trustee has received copies of the Rating Confirmation Lett

ARTICLE V CONFIRMATION OF SUBORDINATION LEVELS AND COVERAGE TESTS

Section 5.1 Initial Subordination Levels. The initial subordination levels applicable to each Class of Secured Notes, based on the aggregate principal amounts set forth in Section 2.2 of this First Supplemental Indenture, are hereby confirmed as follows: For purposes of this Section 5.1, the "subordination level" for a given Class of Secured Notes means the percentage equal to (a) the aggregate principal amount of al

Section 5.2 Overcollateralization Tests. It is hereby confirmed that the Overcollateralization Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Overcollateralization Test levels are as follows: The methodology for calculating each Overcollateralization Test, including the definitions of the applicabl

Section 5.3 Interest Coverage Tests. It is hereby confirmed that the Interest Coverage Test levels set forth in the Original Indenture remain unchanged and in full force and effect and are not modified by this First Supplemental Indenture. The applicable Interest Coverage Test levels are as follows: The methodology for calculating each Interest Coverage Test, including the definitions of the applicable numerator and

ARTICLE VI CONFIRMATION OF KEY DATES

Section 6.1 Closing Date. The Closing Date on which the Notes shall be issued and delivered to the Initial Purchasers (or their respective designees) against payment of the purchase price therefor shall be September 12, 2023. On the Closing Date, the Trustee shall authenticate and deliver the Notes in accordance with the terms and conditions of the Indenture and the Note Purchase Agreement, upon receipt of (a) the it

Section 6.2 Non-Call Period. The Non-Call Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2025 (i.e., the second anniversary of the Closing Date). During the Non-Call Period, the Secured Notes may not be redeemed in whole or in part at the option of the Issuer or otherwise, except as expressly set forth in the Original Indenture (including, without limit

Section 6.3 Reinvestment Period. The Reinvestment Period, as defined in the Original Indenture, shall commence on the Closing Date and shall end on September 12, 2028 (i.e., the fifth anniversary of the Closing Date) (the "Reinvestment Period End Date"). During the Reinvestment Period, Principal Proceeds may be reinvested in additional Collateral Obligations by the Collateral Manager in accordance with the Eligibilit

Section 6.4 Stated Maturity. The Stated Maturity of the Notes is October 15, 2036, as set forth in the Original Indenture. On the Stated Maturity, all outstanding principal of, and accrued and unpaid interest on, the Secured Notes shall become due and payable in accordance with the Priority of Payments, and any remaining amounts in the Collection Account and the other Accounts (as defined in the Original Indenture) s

Section 6.5 Effective Date Deadline. The Effective Date shall occur no later than December 12, 2023 (i.e., 90 days after the Pricing Date), as set forth in the Original Indenture. The Effective Date Conditions, as defined in the Original Indenture, must be satisfied or waived on or prior to the Effective Date Deadline. If the Effective Date does not occur by the Effective Date Deadline, the consequences set forth in

Section 6.6 First Payment Date. The First Payment Date with respect to all Classes of Notes shall be January 15, 2024. Interest on each Class of Secured Notes for the period from and including the Closing Date (September 12, 2023) to but excluding January 15, 2024, shall be payable on the First Payment Date, calculated in accordance with the Actual/360 day count convention. Distributions on the Subordinated Notes, if

ARTICLE VII CONFIRMATION OF COLLATERAL QUALITY TESTS

Section 7.1 Collateral Quality Tests. It is hereby confirmed that the Collateral Quality Tests and Eligibility Criteria set forth in the Original Indenture remain in full force and effect and are not amended, modified, supplemented, or otherwise affected by this First Supplemental Indenture. Without limitation of the foregoing, the following Collateral Quality Tests shall continue to apply as set forth in the Origina

ARTICLE VIII ORIGINAL INDENTURE RATIFIED AND CONFIRMED

Section 8.1 Ratification. Except as expressly supplemented or modified by this First Supplemental Indenture, all of the terms, conditions, covenants, provisions, stipulations, and agreements contained in the Original Indenture shall remain in full force and effect, are hereby ratified and confirmed in all respects, and shall continue to apply as if this First Supplemental Indenture had not been executed. The Original

Section 8.2 No Other Amendments. This First Supplemental Indenture shall not constitute an amendment to or modification of any provision of the Original Indenture other than as expressly set forth herein. Nothing contained in this First Supplemental Indenture shall be construed to amend, modify, or waive any right or obligation of any party under the Original Indenture, except to the extent specifically and expressly

Section 8.3 Continued Effect. The Original Indenture, as supplemented by this First Supplemental Indenture, shall continue to be and remain binding upon the Issuer, the Co-Issuer, and the Trustee, and their respective successors, transferees, and assigns, in accordance with its terms. All Secured Notes and Subordinated Notes authenticated and delivered under the Indenture and outstanding as of the date hereof or here

ARTICLE IX REPRESENTATIONS AND WARRANTIES

Section 9.1 Representations of the Issuer. Driftwood CLO 2023-I, Ltd. hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows: (a) Due Organization and Existence. The Issuer is duly organized, validly existing, and in good standing as an exempted company with limited liability under the laws of the Cayman Islands (Registration No. EX-382916). The Issuer has all requisite

Section 9.2 Representations of the Co-Issuer. Driftwood CLO 2023-I, LLC hereby represents and warrants to the Trustee and to each Noteholder as of the date hereof as follows: (a) Due Organization and Existence. The Co-Issuer is duly organized, validly existing, and in good standing as a limited liability company under the laws of the State of Delaware (DE File No. 7429831). The Co-Issuer has all requisite limited lia

Section 9.3 Representations of the Trustee. Ironclad Trust Company, National Association hereby represents and warrants that it is a national banking association duly organized and validly existing under the laws of the United States of America and has full power, authority, and legal right as a national banking association to execute and deliver this First Supplemental Indenture and to perform its obligations hereun

Section 10.1 Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED 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, OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW (OR ANY SUCCESSOR PROVISION THERETO), WHICH SECTION THE PARTIES HEREBY ELECT T

Section 10.2 Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this First Supplemental Indenture by facsimile or by electronic transmission in

Section 10.3 Headings. The headings of the Articles, Sections, and Schedules of this First Supplemental Indenture are inserted for convenience of reference only and shall not be deemed to be a part hereof or used in the construction or interpretation of any provision hereof.

Section 10.4 Successors and Assigns. This First Supplemental Indenture shall be binding upon, inure to the benefit of, and be enforceable by the Issuer, the Co-Issuer, the Trustee, and their respective successors, transferees, and assigns. All agreements, representations, warranties, and covenants made by the Issuer and the Co-Issuer herein shall survive the execution and delivery of this First Supplemental Indenture

Section 10.5 Severability. If any provision of this First Supplemental Indenture shall be held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this First Supplemental Indenture shall not in any way be affected or impaired thereby, and the parties hereto shall use commercially reasonable efforts to agree upon a v

Section 10.6 Trustee. The Trustee shall not be responsible for the recitals, representations, statements, or warranties contained in this First Supplemental Indenture (other than the representations and warranties of the Trustee set forth in Section 9.3 hereof), all of which are made solely by the Issuer and the Co-Issuer, and the Trustee makes no representations as to the validity or sufficiency of this First Supple

Section 10.7 Notices. All notices, requests, demands, consents, directions, waivers, and other communications required or permitted under this First Supplemental Indenture shall be in writing and shall be given in accordance with Section 12.4 of the Original Indenture to the addresses specified therein or to such other address as any party may designate by written notice to the other parties in accordance with such S

Section 10.8 Entire Agreement. The Original Indenture, as supplemented by this First Supplemental Indenture, together with the other Transaction Documents (as defined in the Original Indenture), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior negotiations, discussions, representations, warranties, commitments, offers, corresponde