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WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS

DRIFTWOOD CLO 2023-I, LTD.

(an exempted company incorporated with limited liability under the laws of the Cayman Islands)

Cayman Islands Registration No.: EX-382916

Dated: August 20, 2023

The undersigned, being all of the directors of Driftwood CLO 2023-I, Ltd. (the "Company"), hereby adopt the following resolutions by written consent in lieu of a meeting, pursuant to the Memorandum and Articles of Association of the Company and the Companies Act (as revised) of the Cayman Islands (the "Companies Act"). These Written Resolutions shall be effective as of the date first written above and shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors of the Company (the "Board") at which a quorum was present and acting throughout.

The undersigned, constituting all of the members of the Board, hereby adopt the following resolutions:

RECITALS

A. Formation and Status of the Company.

The Company was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 12, 2023, and has been assigned Registration No. EX-382916 by the Cayman Islands Registrar of Companies. The registered office of the Company is located at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. The Company was organized for the sole and exclusive purpose of issuing secured and subordinated notes backed by a portfolio of broadly syndicated leveraged loans in a collateralized loan obligation transaction, and engaging in activities incidental thereto. The Company is a special purpose vehicle with no employees and no operating history, and its activities are limited by the terms of its Memorandum and Articles of Association and the transaction documents described herein.

B. The CLO Transaction.

The Company proposes to act as the Issuer in a collateralized loan obligation transaction designated "Driftwood CLO 2023-I" (the "Transaction") involving the issuance of up to Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of secured notes and subordinated notes (collectively, the "Notes"). The Transaction will be structured as a cash-flow collateralized loan obligation ("CLO") backed by a managed portfolio of broadly syndicated first-lien senior secured leveraged loans (primarily to U.S. obligors) with a target portfolio par amount of $400,000,000 (the "Portfolio"). The Notes will be offered and sold in reliance on the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder. No public offering of the Notes will be made in the United States or in any other jurisdiction, and the Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction.

C. Co-Issuer.

Driftwood CLO 2023-I, LLC, a Delaware limited liability company (Delaware File No. 7429831) (the "Co-Issuer"), will act as co-issuer of the Notes for U.S. tax and regulatory structuring purposes. The Co-Issuer's registered agent is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company and the Co-Issuer are sometimes referred to herein collectively as the "Co-Issuers." The Co-Issuer has no material assets other than its limited liability company interest and its obligations as co-issuer under the Indenture (as defined below).

D. Capital Structure.

The Notes to be issued in connection with the Transaction will consist of the following tranches, with the indicated aggregate principal amounts, percentages of the total capital structure, credit ratings, and interest rates:

The total aggregate principal amount of rated Notes shall be $364,000,000. The reference rate for the floating rate Notes shall be Compounded SOFR (with 26253 fallback convention). The day count convention for interest calculations shall be Actual/360. The minimum denomination for the rated Notes shall be $250,000, with integral multiples of $1,000 in excess thereof; the minimum denomination for the Subordinated Notes shall be $250,000, with integral multiples of $1 in excess thereof. Interest on the Notes shall be payable quarterly on each Payment Date, which shall be the 15th day of January, April, July, and October of each year, commencing on January 15, 2024 (the "First Payment Date").

E. Key Parties.

The following parties will serve in the capacities indicated in connection with the Transaction:

(i) Collateral Manager: Driftwood Credit Management LLC ("DCM"), a Delaware limited liability company, a registered investment adviser under the Investment Advisers Act of 1940, as amended (SEC CRD # 182447), and a wholly owned subsidiary of Driftwood Absolute Return Fund Ltd., will serve as the collateral manager (in such capacity, the "Collateral Manager") of the Portfolio. The Collateral Manager's principal office is located at 399 Park Avenue, 29th Floor, New York, New York 10022.

(ii) Trustee and Related Capacities: Ironclad Trust Company, N.A. ("Ironclad Trust"), a national banking association organized under the laws of the United States, located at 100 Wall Street, Suite 1650, New York, New York 10005, will serve as Trustee under the Indenture, and will also serve as Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator in connection with the Transaction.

(iii) Lead Structuring Agent and Initial Purchaser / Placement Agent: Meridian Atlantic Securities LLC ("Meridian Atlantic"), a Delaware limited liability company and broker-dealer registered with the Securities and Exchange Commission (CRD #39821), located at 383 Madison Avenue, 22nd Floor, New York, New York 10179, will serve as the Lead Structuring Agent and Initial Purchaser / Placement Agent for the offering of the Notes.

(iv) Co-Placement Agent: Northbridge Capital Markets Inc. ("Northbridge"), a Delaware corporation, located at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020, will serve as Co-Placement Agent for the offering of the Notes, focusing principally on the placement of the Subordinated Notes.

(v) Account Bank and Warehouse Facility Lender: Havenwood Bank, N.A. ("Havenwood Bank"), a national banking association, located at 227 West Monroe Street, Chicago, Illinois 60606, will serve as Account Bank in connection with the Transaction and was the lender under the warehouse credit facility utilized during the acquisition and accumulation of the initial Portfolio assets (the "Warehouse Facility").

F. Legal Counsel.

The following law firms and professional services providers have been engaged in connection with the Transaction:

(i) Issuer's Counsel: Calderwood & Harkness LLP, 450 Park Avenue, New York, New York 10022, has been engaged to serve as counsel to the Company in connection with the Transaction, including the preparation and negotiation of the Transaction Documents and the rendering of legal opinions.

(ii) Cayman Islands Counsel to the Issuer: Applegategate Offshore Services Ltd., Windward House, 4th Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, has been engaged to serve as Cayman Islands counsel to the Company, including the rendering of a Cayman Islands legal opinion.

(iii) Placement Agent's Counsel: Barrington, Locke & Hayes LLP, 601 Lexington Avenue, New York, New York 10022, has been engaged to serve as counsel to the Placement Agents in connection with the Transaction.

(iv) Trustee's Counsel: Ashworth & Pratt LLP, One Liberty Plaza, 46th Floor, New York, New York 10006, has been engaged to serve as counsel to the Trustee in connection with the Transaction.

G. Transaction Documents.

The Board has been presented with drafts or substantially final forms of the following agreements, instruments, and documents (collectively, the "Transaction Documents") to be entered into, executed, and delivered in connection with the Transaction:

1. Indenture (the "Indenture"), to be dated on or about August 22, 2023, among the Company, as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad Trust Company, N.A., as Trustee, governing the issuance, authentication, and administration of the Notes and the management and disposition of the Portfolio and related collateral.

2. Collateral Management Agreement (the "CMA"), to be dated on or about August 22, 2023, between the Company and Driftwood Credit Management LLC, pursuant to which the Collateral Manager will manage the Portfolio on behalf of the Company in accordance with the eligibility criteria, portfolio quality tests, and coverage tests set forth in the Indenture.

3. Collateral Administration Agreement (the "CAA"), to be dated on or about August 22, 2023, among the Company, Driftwood Credit Management LLC, and Ironclad Trust Company, N.A., as Collateral Administrator, pursuant to which the Collateral Administrator will perform certain administrative, calculation, and reporting functions in connection with the Portfolio.

4. Co-Issuance Agreement (the "Co-Issuance Agreement"), to be dated on or about August 22, 2023, between the Company and Driftwood CLO 2023-I, LLC, establishing the terms and conditions of the Co-Issuer's participation as co-issuer of the Notes and the joint and several obligations of the Co-Issuers under the Indenture.

5. Note Purchase Agreement (the "NPA"), to be dated on or about the pricing date, among the Company, the Co-Issuer, Meridian Atlantic Securities LLC, and Northbridge Capital Markets Inc., providing for the purchase and initial placement of the Notes.

6. Offering Memorandum (the "Offering Memorandum"), dated August 18, 2023, relating to the offering and sale of the Notes (including any preliminary offering memorandum dated August 4, 2023, the "Preliminary Offering Memorandum").

7. LLC Agreement of Driftwood CLO 2023-I, LLC, governing the formation, management, and operation of the Co-Issuer.

8. Account control agreements and other ancillary agreements with Havenwood Bank, N.A. as Account Bank and Ironclad Trust Company, N.A. as Trustee, as may be necessary to establish and maintain the transaction accounts and to perfect the security interest of the Trustee therein.

9. Any supplemental indentures as may be necessary or advisable to reflect final pricing terms, corrections, or conforming changes to the Indenture following pricing of the Notes.

Each of the foregoing is referred to herein individually as a "Transaction Document" and collectively as the "Transaction Documents."

H. Recommendation and Review.

The Board has reviewed and considered the Transaction Documents (or substantially final drafts thereof), the terms and structure of the Transaction, the proposed capital structure and pricing terms of the Notes, the identity and qualifications of the Key Parties, and the advice of Calderwood & Harkness LLP as Issuer's Counsel and Applegategate Offshore Services Ltd. as Cayman Islands Counsel. After careful review and consideration, the Board has determined that the consummation of the Transaction and the execution and delivery of the Transaction Documents are in the best interests of the Company and its creditors, and that it is advisable for the Company to proceed with the Transaction on the terms and conditions described herein and in the Transaction Documents.

RESOLUTIONS

NOW, THEREFORE, BE IT:

Resolution 1 — Approval of the Transaction

RESOLVED, that the Transaction, as described in the foregoing recitals and the Transaction Documents, including the issuance of up to Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of secured Notes and Subordinated Notes by the Company, as Issuer, and the Co-Issuer, in a collateralized loan obligation transaction designated "Driftwood CLO 2023-I," is hereby approved and authorized in all respects; and be it further

RESOLVED, that the Board hereby confirms that the Transaction is consistent with the objects, purposes, and powers of the Company as set forth in its Memorandum and Articles of Association, and that the consummation of the Transaction is in the best interests of the Company.

Resolution 2 — Authorization of the Indenture

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Indenture, to be dated on or about August 22, 2023, among the Company, as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad Trust Company, N.A., as Trustee, governing the issuance, authentication, and administration of the Notes in six tranches aggregating $400,000,000, substantially in the form presented to the Board or with such modifications, amendments, or changes as any Authorized Officer (as defined below) may approve, such approval to be conclusively evidenced by the execution thereof by such Authorized Officer; and be it further

RESOLVED, that the Board acknowledges and approves the following key terms of the Indenture:

(a) Stated Maturity: October 15, 2036;

(b) Non-Call Period: The Notes shall not be subject to optional redemption prior to September 12, 2025;

(c) Reinvestment Period: The period commencing on the Closing Date and ending on September 12, 2028, during which principal proceeds may be reinvested in additional collateral obligations in accordance with the eligibility criteria and portfolio quality tests set forth in the Indenture;

(d) Governing Law: The Indenture shall be governed by, and construed in accordance with, the laws of the State of New York;

(e) Priority of Payments: The Indenture shall establish a priority of payments waterfall governing the application of interest proceeds and principal proceeds received by the Company in respect of the Portfolio, in each case as more fully described therein; and

(f) Security Interest: The Company shall grant to the Trustee, for the benefit of the secured parties, a first priority perfected security interest in all of its right, title, and interest in and to the Portfolio, the transaction accounts, and all proceeds thereof, as more fully described in the Indenture.

Resolution 3 — Authorization of the Issuance of Notes

RESOLVED, that the Company is hereby authorized to issue the following Notes pursuant to and in accordance with the terms and conditions of the Indenture:

(a) Class A-1 Notes in the aggregate principal amount of $256,000,000 (CUSIP 144A: 26738TAA5; Regulation S CUSIP: G2694LAA7; ISIN 144A: US26738TAA51);

(b) Class A-2 Notes in the aggregate principal amount of $40,000,000 (CUSIP 144A: 26738TAB3);

(d) Class C Notes in the aggregate principal amount of $24,000,000 (CUSIP 144A: 26738TAD9);

(e) Class D Notes in the aggregate principal amount of $16,000,000 (CUSIP 144A: 26738TAE7); and

(f) Subordinated Notes in the aggregate principal amount of $36,000,000 (CUSIP 144A: 26738TAF4);

and be it further

RESOLVED, that the Notes shall be offered and sold in reliance on the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act, and the Notes shall not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction, and no public offering of the Notes shall be made; and be it further

RESOLVED, that the Notes shall be issued in book-entry form through the facilities of The Depository Trust Company ("DTC"), with Ironclad Trust Company, N.A. (DTC Participant No. 2176) acting as Note Registrar and Paying Agent, and the Company is hereby authorized to take all actions necessary or advisable to facilitate the issuance of the Notes in book-entry form through DTC, including without limitation the execution and delivery of DTC eligibility letters and the provision of any information required by DTC in connection therewith.

Resolution 4 — Authorization of the Collateral Management Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Collateral Management Agreement with Driftwood Credit Management LLC, as Collateral Manager, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), pursuant to which the Collateral Manager will manage the Portfolio on behalf of the Company in accordance with the eligibility criteria, portfolio quality tests, and coverage tests set forth in the Indenture; and be it further

RESOLVED, that the Board acknowledges and approves the following fee arrangements under the Collateral Management Agreement:

(a) Senior Collateral Management Fee: A fee payable to the Collateral Manager equal to 0.15% per annum of the aggregate principal balance of the Portfolio (estimated at approximately $600,000 per annum based on a target Portfolio par of $400,000,000), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture, senior in the payment waterfall;

(b) Subordinate Collateral Management Fee: A fee payable to the Collateral Manager equal to 0.35% per annum of the aggregate principal balance of the Portfolio (estimated at approximately $1,400,000 per annum based on a target Portfolio par of $400,000,000), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture, subordinate in the payment waterfall to interest payments on the Class D Notes and senior administrative expenses; and

(c) Incentive Management Fee: A fee payable to the Collateral Manager equal to 20% of excess residual interest proceeds distributed to the Subordinated Noteholders after such Subordinated Noteholders have received an aggregate internal rate of return of 12% on their initial investment in the Subordinated Notes (the "IRR Hurdle"), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture.

Resolution 5 — Authorization of the Collateral Administration Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Collateral Administration Agreement with Driftwood Credit Management LLC, as Collateral Manager, and Ironclad Trust Company, N.A., as Collateral Administrator, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), pursuant to which the Collateral Administrator will perform certain administrative, calculation, and reporting functions in connection with the Portfolio and the Transaction, including the preparation of monthly and quarterly reports, the determination of coverage tests and portfolio quality tests, and the calculation of amounts payable under the priority of payments waterfall; and be it further

RESOLVED, that the Board acknowledges and approves the following fee and expense arrangements under the Collateral Administration Agreement:

(a) Trustee and Collateral Administrator Fee: An annual fee payable to Ironclad Trust Company, N.A. in its capacity as Trustee and Collateral Administrator of $25,000 per annum, payable quarterly in arrears on each Payment Date; and

(b) Trustee Expense Cap: Reimbursable expenses of the Trustee shall be subject to a cap of $50,000 per Payment Date, exclusive of extraordinary expenses incurred in connection with enforcement actions, litigation, or events of default under the Indenture.

Resolution 6 — Authorization of the Co-Issuance Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Co-Issuance Agreement with Driftwood CLO 2023-I, LLC, as Co-Issuer, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), establishing the terms and conditions pursuant to which the Co-Issuer will participate as co-issuer of the Notes under the Indenture and the joint and several obligations of the Co-Issuers thereunder, including representations, warranties, and covenants of the Co-Issuer for U.S. tax and regulatory structuring purposes; and be it further

RESOLVED, that the Co-Issuance Agreement 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 Section 5-1401 of the New York General Obligations Law).

Resolution 7 — Authorization of the Note Purchase Agreement

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Note Purchase Agreement with Driftwood CLO 2023-I, LLC, as Co-Issuer, Meridian Atlantic Securities LLC, as Lead Structuring Agent and Initial Purchaser / Placement Agent, and Northbridge Capital Markets Inc., as Co-Placement Agent, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), providing for the purchase and initial placement of the Notes in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, including the following terms:

(a) Placement Fee: A placement fee equal to 0.50% of the aggregate principal amount of the rated Notes ($1,820,000), payable to Meridian Atlantic Securities LLC upon the Closing Date;

(b) Co-Placement Fee: A co-placement fee equal to 0.25% of the aggregate principal amount of the Subordinated Notes ($90,000), payable to Northbridge Capital Markets Inc. upon the Closing Date;

(c) Representations and Warranties: Customary representations and warranties of the Company and the Co-Issuer, including as to due organization, valid existence, corporate authority, enforceability, no conflicts, compliance with applicable laws, no registration required, investment company status, accuracy of the Offering Memorandum, and other customary matters;

(d) Conditions to Closing: Customary conditions to closing, including delivery of legal opinions, officer's certificates, good standing certificates, evidence of rating agency confirmation, and the absence of any material adverse change; and

(e) Indemnification: Customary indemnification provisions by the Company in favor of the Placement Agents, including with respect to any material misstatement or omission in the Offering Memorandum and any breach of representations, warranties, or covenants, subject to customary limitations and exceptions.

Resolution 8 — Authorization of the Offering Memorandum

RESOLVED, that the use of the Offering Memorandum dated August 18, 2023 (and the Preliminary Offering Memorandum dated August 4, 2023) in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act is hereby approved and authorized; and be it further

RESOLVED, that any Authorized Officer of the Company is hereby authorized to approve any amendments, supplements, or revisions to the Offering Memorandum as such Authorized Officer deems necessary or advisable to reflect final pricing terms, correct any errors, or update any information contained therein, the approval of such amendments, supplements, or revisions to be conclusively evidenced by the delivery thereof by such Authorized Officer.

Resolution 9 — Authorization of Supplemental Indentures

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any supplemental indenture to the Indenture (including, without limitation, a First Supplemental Indenture reflecting final pricing terms to be executed on or about the pricing date) as may be necessary or advisable in connection with the Transaction, and any Authorized Officer of the Company is hereby authorized and empowered to approve the terms of any such supplemental indenture and to execute and deliver the same on behalf of the Company, the approval of such terms to be conclusively evidenced by the execution thereof by such Authorized Officer.

Resolution 10 — Warehouse Take-Out and Related Agreements

RESOLVED, that the Company is hereby authorized to execute and deliver any and all documents, instruments, certificates, and agreements necessary or advisable to effect the take-out and termination of the warehouse credit facility with Havenwood Bank, N.A. (the "Warehouse Facility"), including without limitation:

(a) any payoff letter or payoff statement setting forth the outstanding balance of the Warehouse Facility and the amounts required to be paid to effect the full discharge thereof;

(b) any termination and release agreement providing for the termination of the Warehouse Facility and the release of all liens, security interests, and encumbrances granted thereunder;

(c) any assignment, transfer, or conveyance documents providing for the assignment of collateral from the Warehouse Facility to the Company or the Trustee on behalf of the Company; and

(d) any other documents, instruments, or certificates required by Havenwood Bank, N.A., the Trustee, or counsel in connection with the warehouse take-out;

and be it further

RESOLVED, that the Board acknowledges that the Warehouse Facility was a $250,000,000 revolving credit facility dated May 22, 2023, between the Company (or an affiliate thereof) and Havenwood Bank, N.A., and that the outstanding balance under the Warehouse Facility at the time of take-out is expected to be approximately $212,500,000, and that the proceeds of the issuance of the Notes will be used, in part, to repay all outstanding amounts under the Warehouse Facility and to cause the release of all related collateral for the benefit of the Trustee and the Noteholders.

Resolution 11 — Rating Agency Matters

RESOLVED, that the engagement of Brindoval Analytical Services Inc. ("Brindoval") and Ridgeline Credit Ratings LLC ("Ridgeline") as the rating agencies for the rated Notes (the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, and the Class D Notes), and the execution and delivery of engagement letters and fee agreements with each such rating agency, are hereby ratified, confirmed, and approved in all respects; and be it further

RESOLVED, that any Authorized Officer of the Company is hereby authorized to execute and deliver any additional engagement letters, fee agreements, information submissions, or other documents as may be requested by Brindoval or Ridgeline in connection with the initial rating or ongoing surveillance of the rated Notes, and to provide such information and cooperation as may be reasonably requested by such rating agencies.

Resolution 12 — Authorization of Ancillary Documents

RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any and all ancillary agreements, certificates, instruments, and documents as may be necessary or advisable in connection with the Transaction and the consummation thereof, including without limitation:

(a) Officer's Certificates and closing certificates required to be delivered at the closing of the Transaction pursuant to the Note Purchase Agreement or any other Transaction Document;

(b) Secretary's or Director's Certificates (including certificates of incumbency and resolutions) required to be delivered in connection with the Transaction;

(c) Account agreements and account control agreements with Havenwood Bank, N.A. as Account Bank and Ironclad Trust Company, N.A. as Trustee, necessary to establish, maintain, and perfect security interests in the transaction accounts;

(d) Any filings, registrations, or notifications required under the laws of the Cayman Islands, including without limitation any filings with or notifications to the Cayman Islands Monetary Authority ("CIMA") (referencing CIMA Registration No. MC-2017-02834 in respect of the parent fund, Driftwood Absolute Return Fund Ltd.), as may be required by applicable law or regulation;

(e) FATCA and CRS registrations and filings with the Cayman Islands Tax Information Authority (the "TIA"), including registration as a Reporting Foreign Financial Institution under the Cayman Islands Tax Information Authority Act (as revised) and the Cayman Islands Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, and the designation of a Responsible Officer for FATCA compliance purposes;

(f) Any filings, applications, or notifications with DTC in connection with the eligibility of the Notes for book-entry transfer;

(g) Any powers of attorney as may be required to facilitate the execution and delivery of documents at the closing; and

(h) Any other documents, instruments, certificates, or agreements as may be required by the Trustee, the Placement Agents, the Collateral Manager, the rating agencies, or counsel in connection with the Transaction.

Resolution 13 — Designation of Authorized Officers

RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" of the Company, and each is authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Transaction Documents and any and all ancillary documents, certificates, instruments, and agreements contemplated thereby or necessary or advisable in connection with the Transaction, and to take any and all actions as such Authorized Officer deems necessary, appropriate, or advisable to consummate the Transaction and to carry out the purposes and intent of these resolutions:

and be it further

RESOLVED, that each Authorized Officer may act individually, without the joinder or consent of any other Authorized Officer, and the execution of any Transaction Document or ancillary document by any one Authorized Officer shall be sufficient and shall constitute the valid and binding act of the Company; and be it further

RESOLVED, that any Authorized Officer is hereby authorized to appoint, by written instrument, one or more attorneys-in-fact or agents to execute and deliver documents on behalf of the Company in connection with the Transaction, with such powers and authority as such Authorized Officer deems necessary or advisable.

Resolution 14 — Delegation and Authority to Modify

RESOLVED, that any Authorized Officer of the Company is hereby authorized and empowered to negotiate, agree to, and approve modifications, amendments, or changes to the form of any Transaction Document prior to execution and delivery thereof, provided that such modifications, amendments, or changes are not materially adverse to the Company or to the holders of the Notes as a class, the approval of such modifications, amendments, or changes to be conclusively evidenced by the execution thereof by such Authorized Officer; and be it further

RESOLVED, that the determination by any Authorized Officer that any modification, amendment, or change is not materially adverse to the Company shall be final and conclusive and shall not be subject to challenge by any party.

Resolution 15 — Ratification of Prior Actions

RESOLVED, that all actions heretofore taken by the directors, officers, or authorized representatives of the Company in connection with or in furtherance of the Transaction, including without limitation:

(a) the engagement of Calderwood & Harkness LLP as Issuer's Counsel and the execution and delivery of any engagement letter or fee agreement in connection therewith;

(b) the engagement of Applegategate Offshore Services Ltd. as Cayman Islands Counsel to the Issuer and the execution and delivery of any engagement letter or fee agreement in connection therewith;

(c) the preparation, execution, and filing of the Company's corporate formation documents, including the Memorandum and Articles of Association of the Company, with the Registrar of Companies of the Cayman Islands;

(d) the opening of bank accounts and the establishment of relationships with service providers;

(e) the execution of any preliminary agreements, letters of intent, or engagement letters with any Key Party; and

(f) all other actions taken in connection with the preparation and structuring of the Transaction;

are hereby ratified, confirmed, and approved in all respects, and all such actions shall be deemed to have been taken with the full authority of the Board.

Resolution 16 — General Authority

RESOLVED, that the Authorized Officers are hereby authorized and empowered to take any and all further actions, to execute and deliver any and all further documents, instruments, certificates, and agreements, and to pay or cause to be paid any and all fees, costs, and expenses (including legal fees and placement agent fees) as may be necessary, appropriate, or advisable to carry out and effectuate the purposes and intent of the foregoing resolutions, the taking of any such action or the execution and delivery of any such document to be conclusive evidence that such Authorized Officer deemed the same to be necessary, appropriate, or advisable; and be it further

RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, or rescinded by the Board.

EFFECTIVE DATE AND EXECUTION

These Written Resolutions are effective as of August 20, 2023. These Written Resolutions may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of these Written Resolutions by facsimile or electronic transmission (including by PDF) shall be effective as delivery of an original executed counterpart.

IN WITNESS WHEREOF, the undersigned, being all of the directors of Driftwood CLO 2023-I, Ltd., have executed these Written Resolutions as of the date first written above.

DRIFTWOOD CLO 2023-I, LTD.

By: ________

Name: ________

Title: Director

Date: ________

DRIFTWOOD CLO 2023-I, LTD.

By: ________

Name: ________

Title: Director

Date: ________

CERTIFICATION

A copy of these Written Resolutions shall be filed with the minute book of the Company maintained at its registered office in the Cayman Islands, and copies shall be provided to:

(a) Calderwood & Harkness LLP (Issuer's Counsel), 450 Park Avenue, New York, New York 10022, for inclusion in the closing deliverables and the closing set;

(b) Applegategate Offshore Services Ltd. (Cayman Islands Counsel to the Issuer), Windward House, 4th Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, for inclusion in the closing deliverables and the Cayman Islands files of the Company; and

(c) Ironclad Trust Company, N.A. (Trustee), 100 Wall Street, Suite 1650, New York, New York 10005, as required by the Indenture and the closing checklist.

These Written Resolutions, together with all counterparts thereof, shall constitute a part of the permanent records of the Company.

CONFIDENTIAL — These Written Resolutions contain confidential and proprietary information relating to the Transaction and the Company. Distribution of these Written Resolutions is restricted to the parties identified herein and their respective legal counsel. Any unauthorized use, disclosure, or distribution of these Written Resolutions is strictly prohibited.

Class	Aggregate Principal Amount	% of Capital Structure	Rating (Brindoval / Ridgeline)	Interest Rate
Class A-1 Notes	$256,000,000	64.00%	AAA / AAA	Compounded SOFR + 155 bps
Class A-2 Notes	$40,000,000	10.00%	AA / AA	Compounded SOFR + 190 bps
Class B Notes	$28,000,000	7.00%	A / A	Compounded SOFR + 230 bps
Class C Notes	$24,000,000	6.00%	BBB / BBB	Compounded SOFR + 310 bps
Class D Notes	$16,000,000	4.00%	BB / BB	Compounded SOFR + 625 bps
Subordinated Notes	$36,000,000	9.00%	Unrated	Residual equity tranche
Name	Title
_______	Director
_______	Director

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS
OF
DRIFTWOOD CLO 2023-I, LTD.
(an exempted company incorporated with limited liability under the laws of the Cayman Islands)
Cayman Islands Registration No.: EX-382916
Dated: August 20, 2023
The undersigned, being all of the directors of Driftwood CLO 2023-I, Ltd. (the "Company"), hereby adopt the following resolutions by written consent in lieu of a meeting, pursuant to the Memorandum and Articles of Association of the Company and the Companies Act (as revised) of the Cayman Islands (the "Companies Act"). These Written Resolutions shall be effective as of the date first written above and shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors of the Company (the "Board") at which a quorum was present and acting throughout.
The undersigned, constituting all of the members of the Board, hereby adopt the following resolutions:
RECITALS
A. Formation and Status of the Company.
The Company was incorporated as an exempted company with limited liability under the laws of the Cayman Islands on June 12, 2023, and has been assigned Registration No. EX-382916 by the Cayman Islands Registrar of Companies. The registered office of the Company is located at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. The Company was organized for the sole and exclusive purpose of issuing secured and subordinated notes backed by a portfolio of broadly syndicated leveraged loans in a collateralized loan obligation transaction, and engaging in activities incidental thereto. The Company is a special purpose vehicle with no employees and no operating history, and its activities are limited by the terms of its Memorandum and Articles of Association and the transaction documents described herein.
B. The CLO Transaction.
The Company proposes to act as the Issuer in a collateralized loan obligation transaction designated "Driftwood CLO 2023-I" (the "Transaction") involving the issuance of up to Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of secured notes and subordinated notes (collectively, the "Notes"). The Transaction will be structured as a cash-flow collateralized loan obligation ("CLO") backed by a managed portfolio of broadly syndicated first-lien senior secured leveraged loans (primarily to U.S. obligors) with a target portfolio par amount of $400,000,000 (the "Portfolio"). The Notes will be offered and sold in reliance on the exemptions from registration provided by Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and Regulation S promulgated thereunder. No public offering of the Notes will be made in the United States or in any other jurisdiction, and the Notes have not been and will not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction.
C. Co-Issuer.
Driftwood CLO 2023-I, LLC, a Delaware limited liability company (Delaware File No. 7429831) (the "Co-Issuer"), will act as co-issuer of the Notes for U.S. tax and regulatory structuring purposes. The Co-Issuer's registered agent is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company and the Co-Issuer are sometimes referred to herein collectively as the "Co-Issuers." The Co-Issuer has no material assets other than its limited liability company interest and its obligations as co-issuer under the Indenture (as defined below).
D. Capital Structure.
The Notes to be issued in connection with the Transaction will consist of the following tranches, with the indicated aggregate principal amounts, percentages of the total capital structure, credit ratings, and interest rates:
The total aggregate principal amount of rated Notes shall be $364,000,000. The reference rate for the floating rate Notes shall be Compounded SOFR (with 26253 fallback convention). The day count convention for interest calculations shall be Actual/360. The minimum denomination for the rated Notes shall be $250,000, with integral multiples of $1,000 in excess thereof; the minimum denomination for the Subordinated Notes shall be $250,000, with integral multiples of $1 in excess thereof. Interest on the Notes shall be payable quarterly on each Payment Date, which shall be the 15th day of January, April, July, and October of each year, commencing on January 15, 2024 (the "First Payment Date").
E. Key Parties.
The following parties will serve in the capacities indicated in connection with the Transaction:
(i) Collateral Manager: Driftwood Credit Management LLC ("DCM"), a Delaware limited liability company, a registered investment adviser under the Investment Advisers Act of 1940, as amended (SEC CRD # 182447), and a wholly owned subsidiary of Driftwood Absolute Return Fund Ltd., will serve as the collateral manager (in such capacity, the "Collateral Manager") of the Portfolio. The Collateral Manager's principal office is located at 399 Park Avenue, 29th Floor, New York, New York 10022.
(ii) Trustee and Related Capacities: Ironclad Trust Company, N.A. ("Ironclad Trust"), a national banking association organized under the laws of the United States, located at 100 Wall Street, Suite 1650, New York, New York 10005, will serve as Trustee under the Indenture, and will also serve as Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator in connection with the Transaction.
(iii) Lead Structuring Agent and Initial Purchaser / Placement Agent: Meridian Atlantic Securities LLC ("Meridian Atlantic"), a Delaware limited liability company and broker-dealer registered with the Securities and Exchange Commission (CRD #39821), located at 383 Madison Avenue, 22nd Floor, New York, New York 10179, will serve as the Lead Structuring Agent and Initial Purchaser / Placement Agent for the offering of the Notes.
(iv) Co-Placement Agent: Northbridge Capital Markets Inc. ("Northbridge"), a Delaware corporation, located at 1251 Avenue of the Americas, 34th Floor, New York, New York 10020, will serve as Co-Placement Agent for the offering of the Notes, focusing principally on the placement of the Subordinated Notes.
(v) Account Bank and Warehouse Facility Lender: Havenwood Bank, N.A. ("Havenwood Bank"), a national banking association, located at 227 West Monroe Street, Chicago, Illinois 60606, will serve as Account Bank in connection with the Transaction and was the lender under the warehouse credit facility utilized during the acquisition and accumulation of the initial Portfolio assets (the "Warehouse Facility").
F. Legal Counsel.
The following law firms and professional services providers have been engaged in connection with the Transaction:
(i) Issuer's Counsel: Calderwood & Harkness LLP, 450 Park Avenue, New York, New York 10022, has been engaged to serve as counsel to the Company in connection with the Transaction, including the preparation and negotiation of the Transaction Documents and the rendering of legal opinions.
(ii) Cayman Islands Counsel to the Issuer: Applegategate Offshore Services Ltd., Windward House, 4th Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, has been engaged to serve as Cayman Islands counsel to the Company, including the rendering of a Cayman Islands legal opinion.
(iii) Placement Agent's Counsel: Barrington, Locke & Hayes LLP, 601 Lexington Avenue, New York, New York 10022, has been engaged to serve as counsel to the Placement Agents in connection with the Transaction.
(iv) Trustee's Counsel: Ashworth & Pratt LLP, One Liberty Plaza, 46th Floor, New York, New York 10006, has been engaged to serve as counsel to the Trustee in connection with the Transaction.
G. Transaction Documents.
The Board has been presented with drafts or substantially final forms of the following agreements, instruments, and documents (collectively, the "Transaction Documents") to be entered into, executed, and delivered in connection with the Transaction:
1.  Indenture (the "Indenture"), to be dated on or about August 22, 2023, among the Company, as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad Trust Company, N.A., as Trustee, governing the issuance, authentication, and administration of the Notes and the management and disposition of the Portfolio and related collateral.
2.  Collateral Management Agreement (the "CMA"), to be dated on or about August 22, 2023, between the Company and Driftwood Credit Management LLC, pursuant to which the Collateral Manager will manage the Portfolio on behalf of the Company in accordance with the eligibility criteria, portfolio quality tests, and coverage tests set forth in the Indenture.
3.  Collateral Administration Agreement (the "CAA"), to be dated on or about August 22, 2023, among the Company, Driftwood Credit Management LLC, and Ironclad Trust Company, N.A., as Collateral Administrator, pursuant to which the Collateral Administrator will perform certain administrative, calculation, and reporting functions in connection with the Portfolio.
4.  Co-Issuance Agreement (the "Co-Issuance Agreement"), to be dated on or about August 22, 2023, between the Company and Driftwood CLO 2023-I, LLC, establishing the terms and conditions of the Co-Issuer's participation as co-issuer of the Notes and the joint and several obligations of the Co-Issuers under the Indenture.
5.  Note Purchase Agreement (the "NPA"), to be dated on or about the pricing date, among the Company, the Co-Issuer, Meridian Atlantic Securities LLC, and Northbridge Capital Markets Inc., providing for the purchase and initial placement of the Notes.
6.  Offering Memorandum (the "Offering Memorandum"), dated August 18, 2023, relating to the offering and sale of the Notes (including any preliminary offering memorandum dated August 4, 2023, the "Preliminary Offering Memorandum").
7.  LLC Agreement of Driftwood CLO 2023-I, LLC, governing the formation, management, and operation of the Co-Issuer.
8.  Account control agreements and other ancillary agreements with Havenwood Bank, N.A. as Account Bank and Ironclad Trust Company, N.A. as Trustee, as may be necessary to establish and maintain the transaction accounts and to perfect the security interest of the Trustee therein.
9.  Any supplemental indentures as may be necessary or advisable to reflect final pricing terms, corrections, or conforming changes to the Indenture following pricing of the Notes.
Each of the foregoing is referred to herein individually as a "Transaction Document" and collectively as the "Transaction Documents."
H. Recommendation and Review.
The Board has reviewed and considered the Transaction Documents (or substantially final drafts thereof), the terms and structure of the Transaction, the proposed capital structure and pricing terms of the Notes, the identity and qualifications of the Key Parties, and the advice of Calderwood & Harkness LLP as Issuer's Counsel and Applegategate Offshore Services Ltd. as Cayman Islands Counsel. After careful review and consideration, the Board has determined that the consummation of the Transaction and the execution and delivery of the Transaction Documents are in the best interests of the Company and its creditors, and that it is advisable for the Company to proceed with the Transaction on the terms and conditions described herein and in the Transaction Documents.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Approval of the Transaction
RESOLVED, that the Transaction, as described in the foregoing recitals and the Transaction Documents, including the issuance of up to Four Hundred Million Dollars ($400,000,000) in aggregate principal amount of secured Notes and Subordinated Notes by the Company, as Issuer, and the Co-Issuer, in a collateralized loan obligation transaction designated "Driftwood CLO 2023-I," is hereby approved and authorized in all respects; and be it further
RESOLVED, that the Board hereby confirms that the Transaction is consistent with the objects, purposes, and powers of the Company as set forth in its Memorandum and Articles of Association, and that the consummation of the Transaction is in the best interests of the Company.
Resolution 2 — Authorization of the Indenture
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Indenture, to be dated on or about August 22, 2023, among the Company, as Issuer, Driftwood CLO 2023-I, LLC, as Co-Issuer, and Ironclad Trust Company, N.A., as Trustee, governing the issuance, authentication, and administration of the Notes in six tranches aggregating $400,000,000, substantially in the form presented to the Board or with such modifications, amendments, or changes as any Authorized Officer (as defined below) may approve, such approval to be conclusively evidenced by the execution thereof by such Authorized Officer; and be it further
RESOLVED, that the Board acknowledges and approves the following key terms of the Indenture:
(a) Stated Maturity: October 15, 2036;
(b) Non-Call Period: The Notes shall not be subject to optional redemption prior to September 12, 2025;
(c) Reinvestment Period: The period commencing on the Closing Date and ending on September 12, 2028, during which principal proceeds may be reinvested in additional collateral obligations in accordance with the eligibility criteria and portfolio quality tests set forth in the Indenture;
(d) Governing Law: The Indenture shall be governed by, and construed in accordance with, the laws of the State of New York;
(e) Priority of Payments: The Indenture shall establish a priority of payments waterfall governing the application of interest proceeds and principal proceeds received by the Company in respect of the Portfolio, in each case as more fully described therein; and
(f) Security Interest: The Company shall grant to the Trustee, for the benefit of the secured parties, a first priority perfected security interest in all of its right, title, and interest in and to the Portfolio, the transaction accounts, and all proceeds thereof, as more fully described in the Indenture.
Resolution 3 — Authorization of the Issuance of Notes
RESOLVED, that the Company is hereby authorized to issue the following Notes pursuant to and in accordance with the terms and conditions of the Indenture:
(a) Class A-1 Notes in the aggregate principal amount of $256,000,000 (CUSIP 144A: 26738TAA5; Regulation S CUSIP: G2694LAA7; ISIN 144A: US26738TAA51);
(b) Class A-2 Notes in the aggregate principal amount of $40,000,000 (CUSIP 144A: 26738TAB3);
(c) Class B Notes in the aggregate principal amount of $28,000,000 (CUSIP 144A: 26738TAC1);
(d) Class C Notes in the aggregate principal amount of $24,000,000 (CUSIP 144A: 26738TAD9);
(e) Class D Notes in the aggregate principal amount of $16,000,000 (CUSIP 144A: 26738TAE7); and
(f) Subordinated Notes in the aggregate principal amount of $36,000,000 (CUSIP 144A: 26738TAF4);
and be it further
RESOLVED, that the Notes shall be offered and sold in reliance on the exemptions from registration provided by Rule 144A and Regulation S under the Securities Act, and the Notes shall not be registered under the Securities Act or the securities laws of any state of the United States or any other jurisdiction, and no public offering of the Notes shall be made; and be it further
RESOLVED, that the Notes shall be issued in book-entry form through the facilities of The Depository Trust Company ("DTC"), with Ironclad Trust Company, N.A. (DTC Participant No. 2176) acting as Note Registrar and Paying Agent, and the Company is hereby authorized to take all actions necessary or advisable to facilitate the issuance of the Notes in book-entry form through DTC, including without limitation the execution and delivery of DTC eligibility letters and the provision of any information required by DTC in connection therewith.
Resolution 4 — Authorization of the Collateral Management Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Collateral Management Agreement with Driftwood Credit Management LLC, as Collateral Manager, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), pursuant to which the Collateral Manager will manage the Portfolio on behalf of the Company in accordance with the eligibility criteria, portfolio quality tests, and coverage tests set forth in the Indenture; and be it further
RESOLVED, that the Board acknowledges and approves the following fee arrangements under the Collateral Management Agreement:
(a) Senior Collateral Management Fee: A fee payable to the Collateral Manager equal to 0.15% per annum of the aggregate principal balance of the Portfolio (estimated at approximately $600,000 per annum based on a target Portfolio par of $400,000,000), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture, senior in the payment waterfall;
(b) Subordinate Collateral Management Fee: A fee payable to the Collateral Manager equal to 0.35% per annum of the aggregate principal balance of the Portfolio (estimated at approximately $1,400,000 per annum based on a target Portfolio par of $400,000,000), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture, subordinate in the payment waterfall to interest payments on the Class D Notes and senior administrative expenses; and
(c) Incentive Management Fee: A fee payable to the Collateral Manager equal to 20% of excess residual interest proceeds distributed to the Subordinated Noteholders after such Subordinated Noteholders have received an aggregate internal rate of return of 12% on their initial investment in the Subordinated Notes (the "IRR Hurdle"), payable quarterly on each Payment Date in accordance with the priority of payments set forth in the Indenture.
Resolution 5 — Authorization of the Collateral Administration Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Collateral Administration Agreement with Driftwood Credit Management LLC, as Collateral Manager, and Ironclad Trust Company, N.A., as Collateral Administrator, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), pursuant to which the Collateral Administrator will perform certain administrative, calculation, and reporting functions in connection with the Portfolio and the Transaction, including the preparation of monthly and quarterly reports, the determination of coverage tests and portfolio quality tests, and the calculation of amounts payable under the priority of payments waterfall; and be it further
RESOLVED, that the Board acknowledges and approves the following fee and expense arrangements under the Collateral Administration Agreement:
(a) Trustee and Collateral Administrator Fee: An annual fee payable to Ironclad Trust Company, N.A. in its capacity as Trustee and Collateral Administrator of $25,000 per annum, payable quarterly in arrears on each Payment Date; and
(b) Trustee Expense Cap: Reimbursable expenses of the Trustee shall be subject to a cap of $50,000 per Payment Date, exclusive of extraordinary expenses incurred in connection with enforcement actions, litigation, or events of default under the Indenture.
Resolution 6 — Authorization of the Co-Issuance Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Co-Issuance Agreement with Driftwood CLO 2023-I, LLC, as Co-Issuer, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), establishing the terms and conditions pursuant to which the Co-Issuer will participate as co-issuer of the Notes under the Indenture and the joint and several obligations of the Co-Issuers thereunder, including representations, warranties, and covenants of the Co-Issuer for U.S. tax and regulatory structuring purposes; and be it further
RESOLVED, that the Co-Issuance Agreement 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 Section 5-1401 of the New York General Obligations Law).
Resolution 7 — Authorization of the Note Purchase Agreement
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver the Note Purchase Agreement with Driftwood CLO 2023-I, LLC, as Co-Issuer, Meridian Atlantic Securities LLC, as Lead Structuring Agent and Initial Purchaser / Placement Agent, and Northbridge Capital Markets Inc., as Co-Placement Agent, substantially in the form presented to the Board or with such modifications as any Authorized Officer may approve (such approval to be conclusively evidenced by execution thereof), providing for the purchase and initial placement of the Notes in a private offering pursuant to Rule 144A and Regulation S under the Securities Act, including the following terms:
(a) Placement Fee: A placement fee equal to 0.50% of the aggregate principal amount of the rated Notes ($1,820,000), payable to Meridian Atlantic Securities LLC upon the Closing Date;
(b) Co-Placement Fee: A co-placement fee equal to 0.25% of the aggregate principal amount of the Subordinated Notes ($90,000), payable to Northbridge Capital Markets Inc. upon the Closing Date;
(c) Representations and Warranties: Customary representations and warranties of the Company and the Co-Issuer, including as to due organization, valid existence, corporate authority, enforceability, no conflicts, compliance with applicable laws, no registration required, investment company status, accuracy of the Offering Memorandum, and other customary matters;
(d) Conditions to Closing: Customary conditions to closing, including delivery of legal opinions, officer's certificates, good standing certificates, evidence of rating agency confirmation, and the absence of any material adverse change; and
(e) Indemnification: Customary indemnification provisions by the Company in favor of the Placement Agents, including with respect to any material misstatement or omission in the Offering Memorandum and any breach of representations, warranties, or covenants, subject to customary limitations and exceptions.
Resolution 8 — Authorization of the Offering Memorandum
RESOLVED, that the use of the Offering Memorandum dated August 18, 2023 (and the Preliminary Offering Memorandum dated August 4, 2023) in connection with the offering and sale of the Notes pursuant to Rule 144A and Regulation S under the Securities Act is hereby approved and authorized; and be it further
RESOLVED, that any Authorized Officer of the Company is hereby authorized to approve any amendments, supplements, or revisions to the Offering Memorandum as such Authorized Officer deems necessary or advisable to reflect final pricing terms, correct any errors, or update any information contained therein, the approval of such amendments, supplements, or revisions to be conclusively evidenced by the delivery thereof by such Authorized Officer.
Resolution 9 — Authorization of Supplemental Indentures
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any supplemental indenture to the Indenture (including, without limitation, a First Supplemental Indenture reflecting final pricing terms to be executed on or about the pricing date) as may be necessary or advisable in connection with the Transaction, and any Authorized Officer of the Company is hereby authorized and empowered to approve the terms of any such supplemental indenture and to execute and deliver the same on behalf of the Company, the approval of such terms to be conclusively evidenced by the execution thereof by such Authorized Officer.
Resolution 10 — Warehouse Take-Out and Related Agreements
RESOLVED, that the Company is hereby authorized to execute and deliver any and all documents, instruments, certificates, and agreements necessary or advisable to effect the take-out and termination of the warehouse credit facility with Havenwood Bank, N.A. (the "Warehouse Facility"), including without limitation:
(a) any payoff letter or payoff statement setting forth the outstanding balance of the Warehouse Facility and the amounts required to be paid to effect the full discharge thereof;
(b) any termination and release agreement providing for the termination of the Warehouse Facility and the release of all liens, security interests, and encumbrances granted thereunder;
(c) any assignment, transfer, or conveyance documents providing for the assignment of collateral from the Warehouse Facility to the Company or the Trustee on behalf of the Company; and
(d) any other documents, instruments, or certificates required by Havenwood Bank, N.A., the Trustee, or counsel in connection with the warehouse take-out;
and be it further
RESOLVED, that the Board acknowledges that the Warehouse Facility was a $250,000,000 revolving credit facility dated May 22, 2023, between the Company (or an affiliate thereof) and Havenwood Bank, N.A., and that the outstanding balance under the Warehouse Facility at the time of take-out is expected to be approximately $212,500,000, and that the proceeds of the issuance of the Notes will be used, in part, to repay all outstanding amounts under the Warehouse Facility and to cause the release of all related collateral for the benefit of the Trustee and the Noteholders.
Resolution 11 — Rating Agency Matters
RESOLVED, that the engagement of Brindoval Analytical Services Inc. ("Brindoval") and Ridgeline Credit Ratings LLC ("Ridgeline") as the rating agencies for the rated Notes (the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, and the Class D Notes), and the execution and delivery of engagement letters and fee agreements with each such rating agency, are hereby ratified, confirmed, and approved in all respects; and be it further
RESOLVED, that any Authorized Officer of the Company is hereby authorized to execute and deliver any additional engagement letters, fee agreements, information submissions, or other documents as may be requested by Brindoval or Ridgeline in connection with the initial rating or ongoing surveillance of the rated Notes, and to provide such information and cooperation as may be reasonably requested by such rating agencies.
Resolution 12 — Authorization of Ancillary Documents
RESOLVED, that the Company is hereby authorized to enter into, execute, and deliver any and all ancillary agreements, certificates, instruments, and documents as may be necessary or advisable in connection with the Transaction and the consummation thereof, including without limitation:
(a) Officer's Certificates and closing certificates required to be delivered at the closing of the Transaction pursuant to the Note Purchase Agreement or any other Transaction Document;
(b) Secretary's or Director's Certificates (including certificates of incumbency and resolutions) required to be delivered in connection with the Transaction;
(c) Account agreements and account control agreements with Havenwood Bank, N.A. as Account Bank and Ironclad Trust Company, N.A. as Trustee, necessary to establish, maintain, and perfect security interests in the transaction accounts;
(d) Any filings, registrations, or notifications required under the laws of the Cayman Islands, including without limitation any filings with or notifications to the Cayman Islands Monetary Authority ("CIMA") (referencing CIMA Registration No. MC-2017-02834 in respect of the parent fund, Driftwood Absolute Return Fund Ltd.), as may be required by applicable law or regulation;
(e) FATCA and CRS registrations and filings with the Cayman Islands Tax Information Authority (the "TIA"), including registration as a Reporting Foreign Financial Institution under the Cayman Islands Tax Information Authority Act (as revised) and the Cayman Islands Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations, and the designation of a Responsible Officer for FATCA compliance purposes;
(f) Any filings, applications, or notifications with DTC in connection with the eligibility of the Notes for book-entry transfer;
(g) Any powers of attorney as may be required to facilitate the execution and delivery of documents at the closing; and
(h) Any other documents, instruments, certificates, or agreements as may be required by the Trustee, the Placement Agents, the Collateral Manager, the rating agencies, or counsel in connection with the Transaction.
Resolution 13 — Designation of Authorized Officers
RESOLVED, that each of the following persons is hereby designated as an "Authorized Officer" of the Company, and each is authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Transaction Documents and any and all ancillary documents, certificates, instruments, and agreements contemplated thereby or necessary or advisable in connection with the Transaction, and to take any and all actions as such Authorized Officer deems necessary, appropriate, or advisable to consummate the Transaction and to carry out the purposes and intent of these resolutions:
and be it further
RESOLVED, that each Authorized Officer may act individually, without the joinder or consent of any other Authorized Officer, and the execution of any Transaction Document or ancillary document by any one Authorized Officer shall be sufficient and shall constitute the valid and binding act of the Company; and be it further
RESOLVED, that any Authorized Officer is hereby authorized to appoint, by written instrument, one or more attorneys-in-fact or agents to execute and deliver documents on behalf of the Company in connection with the Transaction, with such powers and authority as such Authorized Officer deems necessary or advisable.
Resolution 14 — Delegation and Authority to Modify
RESOLVED, that any Authorized Officer of the Company is hereby authorized and empowered to negotiate, agree to, and approve modifications, amendments, or changes to the form of any Transaction Document prior to execution and delivery thereof, provided that such modifications, amendments, or changes are not materially adverse to the Company or to the holders of the Notes as a class, the approval of such modifications, amendments, or changes to be conclusively evidenced by the execution thereof by such Authorized Officer; and be it further
RESOLVED, that the determination by any Authorized Officer that any modification, amendment, or change is not materially adverse to the Company shall be final and conclusive and shall not be subject to challenge by any party.
Resolution 15 — Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the directors, officers, or authorized representatives of the Company in connection with or in furtherance of the Transaction, including without limitation:
(a) the engagement of Calderwood & Harkness LLP as Issuer's Counsel and the execution and delivery of any engagement letter or fee agreement in connection therewith;
(b) the engagement of Applegategate Offshore Services Ltd. as Cayman Islands Counsel to the Issuer and the execution and delivery of any engagement letter or fee agreement in connection therewith;
(c) the preparation, execution, and filing of the Company's corporate formation documents, including the Memorandum and Articles of Association of the Company, with the Registrar of Companies of the Cayman Islands;
(d) the opening of bank accounts and the establishment of relationships with service providers;
(e) the execution of any preliminary agreements, letters of intent, or engagement letters with any Key Party; and
(f) all other actions taken in connection with the preparation and structuring of the Transaction;
are hereby ratified, confirmed, and approved in all respects, and all such actions shall be deemed to have been taken with the full authority of the Board.
Resolution 16 — General Authority
RESOLVED, that the Authorized Officers are hereby authorized and empowered to take any and all further actions, to execute and deliver any and all further documents, instruments, certificates, and agreements, and to pay or cause to be paid any and all fees, costs, and expenses (including legal fees and placement agent fees) as may be necessary, appropriate, or advisable to carry out and effectuate the purposes and intent of the foregoing resolutions, the taking of any such action or the execution and delivery of any such document to be conclusive evidence that such Authorized Officer deemed the same to be necessary, appropriate, or advisable; and be it further
RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, or rescinded by the Board.
EFFECTIVE DATE AND EXECUTION
These Written Resolutions are effective as of August 20, 2023. These Written Resolutions may be executed in one or more counterparts (including by facsimile or electronic transmission), each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of these Written Resolutions by facsimile or electronic transmission (including by PDF) shall be effective as delivery of an original executed counterpart.
IN WITNESS WHEREOF, the undersigned, being all of the directors of Driftwood CLO 2023-I, Ltd., have executed these Written Resolutions as of the date first written above.
DRIFTWOOD CLO 2023-I, LTD.
By: ________
Name: ________
Title: Director
Date: ________
DRIFTWOOD CLO 2023-I, LTD.
By: ________
Name: ________
Title: Director
Date: ________
CERTIFICATION
A copy of these Written Resolutions shall be filed with the minute book of the Company maintained at its registered office in the Cayman Islands, and copies shall be provided to:
(a) Calderwood & Harkness LLP (Issuer's Counsel), 450 Park Avenue, New York, New York 10022, for inclusion in the closing deliverables and the closing set;
(b) Applegategate Offshore Services Ltd. (Cayman Islands Counsel to the Issuer), Windward House, 4th Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, for inclusion in the closing deliverables and the Cayman Islands files of the Company; and
(c) Ironclad Trust Company, N.A. (Trustee), 100 Wall Street, Suite 1650, New York, New York 10005, as required by the Indenture and the closing checklist.
These Written Resolutions, together with all counterparts thereof, shall constitute a part of the permanent records of the Company.
CONFIDENTIAL — These Written Resolutions contain confidential and proprietary information relating to the Transaction and the Company. Distribution of these Written Resolutions is restricted to the parties identified herein and their respective legal counsel. Any unauthorized use, disclosure, or distribution of these Written Resolutions is strictly prohibited.
Class | Aggregate Principal Amount | % of Capital Structure | Rating (Brindoval / Ridgeline) | Interest Rate
Class A-1 Notes | $256,000,000 | 64.00% | AAA / AAA | Compounded SOFR + 155 bps
Class A-2 Notes | $40,000,000 | 10.00% | AA / AA | Compounded SOFR + 190 bps
Class B Notes | $28,000,000 | 7.00% | A / A | Compounded SOFR + 230 bps
Class C Notes | $24,000,000 | 6.00% | BBB / BBB | Compounded SOFR + 310 bps
Class D Notes | $16,000,000 | 4.00% | BB / BB | Compounded SOFR + 625 bps
Subordinated Notes | $36,000,000 | 9.00% | Unrated | Residual equity tranche
Name | Title
_______ | Director
_______ | Director

WRITTEN RESOLUTIONS OF THE BOARD OF DIRECTORS

DRIFTWOOD CLO 2023-I, LTD.

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

EFFECTIVE DATE AND EXECUTION

DRIFTWOOD CLO 2023-I, LTD.

DRIFTWOOD CLO 2023-I, LTD.

CERTIFICATION

Record

Parties

Dates

Amounts