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OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.

Closing Certificate Pursuant to the Indenture and the Note Purchase Agreement

September 12, 2023

This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the closing of the issuance of the Notes (as defined below) on September 12, 2023 (the "Closing Date"), pursuant to and in accordance with the terms and provisions of:

(i) the Indenture, dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture, dated as of September 8, 2023, the "Indenture"), among Driftwood CLO 2023-I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer"), Driftwood CLO 2023-I, LLC, a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Issuer, the "Co-Issuers"), and Ironclad Trust Company, N.A., a national banking association organized under the laws of the United States (the "Trustee");

(ii) the Note Purchase Agreement, dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, a Delaware limited liability company (in its capacity as Lead Placement Agent, the "Lead Placement Agent"), and Northbridge Capital Markets Inc., a Delaware corporation (in its capacity as Co-Placement Agent, the "Co-Placement Agent," and together with the Lead Placement Agent, the "Placement Agents"); and

(iii) the Collateral Management Agreement, dated as of August 22, 2023 (the "Collateral Management Agreement"), between the Issuer and Driftwood Credit Management LLC, a Delaware limited liability company (the "Collateral Manager").

RECITALS

A. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture. In the event of any conflict between a defined term as used herein and such term as defined in the Indenture, the definition set forth in the Indenture shall control.

B. The undersigned, Marcus J. Reinholt, is a duly appointed director and authorized officer of Driftwood CLO 2023-I, Ltd., an exempted company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands, with its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. The undersigned has been duly authorized by the board of directors of the Issuer to execute and deliver this Certificate on behalf of the Issuer.

C. This Certificate is being delivered pursuant to Section 2.04(a)(vi) of the Indenture and Section 5(e) of the Note Purchase Agreement, in each case in connection with the closing of the issuance by the Co-Issuers of the Notes (as described below) on the Closing Date, September 12, 2023.

D. The Notes being issued on the Closing Date (collectively, the "Notes") consist of the following classes of secured notes and subordinated notes:

The Notes are being offered and sold in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 144A under the Securities Act and Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

NOW, THEREFORE, the undersigned, in his capacity as a director and authorized officer of the Issuer, and not in his individual capacity, hereby certifies as follows:

Section 1. Authorization and Authority

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

1.2. The board of directors of Driftwood CLO 2023-I, Ltd. duly adopted written resolutions, dated August 20, 2023 (the "Board Resolutions"), authorizing (a) the issuance of the Notes, (b) the execution, delivery, and performance by the Issuer of the Indenture, the First Supplemental Indenture, the Note Purchase Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Co-Issuance Agreement, and each of the other Transaction Documents to which the Issuer is a party, and (c) the taking of all actions contemplated by such Transaction Documents in connection with the issuance of the Notes and the consummation of the transactions contemplated thereby. The Board Resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the Closing Date.

1.3. The Issuer has been duly incorporated and is validly existing as an exempted company with limited liability in good standing under the laws of the Cayman Islands, with Registration No. EX-382916. The Issuer has all requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby, including the issuance of the Notes.

Section 2. Representations and Warranties

2.1. Each of the representations and warranties made by the Issuer in the Indenture, dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture, dated as of September 8, 2023), is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.

2.2. Each of the representations and warranties made by the Issuer in the Note Purchase Agreement, dated as of September 8, 2023, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.

2.3. Each of the representations and warranties made by the Issuer in the Collateral Management Agreement, dated as of August 22, 2023, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.

2.4. Each of the representations and warranties made by the Issuer in the Co-Issuance Agreement, dated as of August 22, 2023, between the Issuer and the Co-Issuer, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.

Section 3. No Default

3.1. No Event of Default (as defined in Section 5.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023.

3.2. No Default (as defined in Section 1.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023.

3.3. No event has occurred that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or a Default under the Indenture. The Issuer is in compliance in all material respects with all of its covenants and obligations under the Indenture and each of the other Transaction Documents to which it is a party.

Section 4. Compliance with Conditions Precedent

4.1. All conditions precedent to the issuance of the Notes set forth in Article II of the Indenture have been duly satisfied or, to the extent permitted thereunder, waived as of the Closing Date.

4.2. All conditions precedent to the obligations of the Lead Placement Agent and the Co-Placement Agent set forth in Section 5 of the Note Purchase Agreement have been duly satisfied or, to the extent permitted thereunder, waived as of the Closing Date.

4.3. Without limiting the generality of the foregoing certifications, the following conditions precedent have been satisfied as of the Closing Date:

(a) Transaction Documents. The Indenture, the First Supplemental Indenture dated as of September 8, 2023, the Collateral Management Agreement, the Collateral Administration Agreement dated as of August 22, 2023 between the Issuer and Ironclad Trust Company, N.A. (in its capacity as Collateral Administrator), the Co-Issuance Agreement dated as of August 22, 2023 between the Issuer and the Co-Issuer, the Note Purchase Agreement, and all other Transaction Documents contemplated by the Indenture and the Note Purchase Agreement have been duly authorized, executed, and delivered by each party thereto and are in full force and effect as of the Closing Date.

(b) Authorization and Authentication of the Notes. The Notes have been duly authorized by the Issuer and the Co-Issuer in accordance with the terms of the Indenture, the Co-Issuance Agreement, and the Board Resolutions. The Notes have been duly executed by the Issuer and the Co-Issuer and have been duly authenticated by the Trustee in accordance with Section 2.04 of the Indenture. The Notes constitute valid and binding obligations of the Co-Issuers, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).

(c) Offering Memorandum. The Offering Memorandum, dated August 18, 2023, as supplemented by the pricing supplement dated September 8, 2023 and any other supplements thereto (collectively, the "Offering Memorandum"), does not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the undersigned makes no certification with respect to any information furnished by the Placement Agents or any purchaser of the Notes for inclusion in the Offering Memorandum.

(d) Legal Opinions. All legal opinions required to be delivered under the Indenture and the Note Purchase Agreement have been duly delivered on or prior to the Closing Date, including:

(i) the opinion of Calderwood & Harkness LLP, as U.S. counsel to the Issuer, dated September 12, 2023, addressing matters of New York law and U.S. federal law (the "U.S. Legal Opinion");

(ii) the tax opinion of Calderwood & Harkness LLP, as U.S. tax counsel to the Issuer, dated September 12, 2023, addressing the U.S. federal income tax treatment of the Notes and the Issuer (the "Tax Opinion");

(iii) the opinion of Applegategate Offshore Services Ltd., as Cayman Islands counsel to the Issuer, dated September 12, 2023, addressing matters of Cayman Islands law, including the due incorporation, valid existence, and good standing of the Issuer (the "Cayman Legal Opinion"); and

(iv) the opinion of Ashworth & Pratt LLP, as counsel to the Trustee, dated September 12, 2023, addressing the due authorization, execution, and delivery of the Indenture and related documents by the Trustee (the "Trustee's Counsel Opinion").

(e) Rating Confirmation Letters. Rating confirmation letters from each of Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC, each dated September 8, 2023, confirming the final ratings on the rated Notes, have been received by the Issuer and the Trustee. The final ratings on the rated Notes are as follows:

• Class A-1 Notes: AAA (Brindoval) / AAA (Ridgeline)

• Class A-2 Notes: AA (Brindoval) / AA (Ridgeline)

• Class B Notes: A (Brindoval) / A (Ridgeline)

• Class C Notes: BBB (Brindoval) / BBB (Ridgeline)

• Class D Notes: BB (Brindoval) / BB (Ridgeline)

(f) Secretary's Certificate. The Secretary's Certificate (Incumbency and Resolutions) of the Issuer, dated September 12, 2023, certifying the names, titles, and true specimen signatures of the officers and directors of the Issuer authorized to execute and deliver this Certificate and each of the other Transaction Documents, together with true and complete copies of the Board Resolutions and the memorandum and articles of association of the Issuer, has been duly delivered to the Trustee and the Lead Placement Agent.

Section 5. Collateral Quality Tests Compliance

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

(a) Minimum Weighted Average Spread. The Weighted Average Spread of the Collateral Obligations included in the collateral pool is not less than 350 basis points, as required by Section 5.03(a) of the Indenture. As of the Closing Date, the Weighted Average Spread of the Collateral Obligations is approximately 376 basis points, which exceeds the minimum threshold.

(b) Maximum Weighted Average Life. The Weighted Average Life of the Collateral Obligations included in the collateral pool does not exceed 7.5 years, as required by Section 5.03(b) of the Indenture. As of the Closing Date, the Weighted Average Life of the Collateral Obligations is approximately 4.8 years, which is within the maximum threshold.

(c) Minimum Diversity Score. The Diversity Score of the Collateral Obligations included in the collateral pool is not less than 60, as required by Section 5.03(c) of the Indenture. As of the Closing Date, the Diversity Score of the Collateral Obligations is 74, which exceeds the minimum threshold.

(d) Maximum CCC Bucket. The aggregate principal balance of Collateral Obligations rated CCC+ or below (as determined by the rating agencies) does not exceed 7.5% of the aggregate collateral par amount (i.e., does not exceed $30,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(d) of the Indenture.

(e) Maximum Second-Lien Bucket. The aggregate principal balance of second-lien Collateral Obligations does not exceed 5.0% of the aggregate collateral par amount (i.e., does not exceed $20,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(e) of the Indenture.

(f) Maximum Fixed-Rate Bucket. The aggregate principal balance of fixed-rate Collateral Obligations does not exceed 10.0% of the aggregate collateral par amount (i.e., does not exceed $40,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(f) of the Indenture.

(g) Minimum Weighted Average Recovery Rate. The Weighted Average Recovery Rate of the Collateral Obligations included in the collateral pool is not less than 45.0%, as required by Section 5.03(g) of the Indenture. As of the Closing Date, the Weighted Average Recovery Rate of the Collateral Obligations is approximately 47.2%, which exceeds the minimum threshold.

(h) Maximum Weighted Average Rating Factor (WARF). The Weighted Average Rating Factor of the Collateral Obligations included in the collateral pool is not greater than 2,850 (as calculated using the Brindoval rating scale), as required by Section 5.03(h) of the Indenture. As of the Closing Date, the Weighted Average Rating Factor of the Collateral Obligations is approximately 2,724, which is within the maximum threshold.

Section 6. Overcollateralization and Interest Coverage Tests

6.1. The undersigned hereby certifies that, as of the Closing Date, each of the Coverage Tests specified in Article V of the Indenture is satisfied. The following minimum ratios have been met or exceeded:

(a) Class A Overcollateralization Test. The Class A Overcollateralization Ratio (the "Class A O/C Ratio") is not less than 128.00%, as required by Section 5.04(a) of the Indenture. As of the Closing Date, the Class A O/C Ratio is satisfied.

(b) Class B Overcollateralization Test. The Class B Overcollateralization Ratio (the "Class B O/C Ratio") is not less than 118.00%, as required by Section 5.04(b) of the Indenture. As of the Closing Date, the Class B O/C Ratio is satisfied.

(c) Class C Overcollateralization Test. The Class C Overcollateralization Ratio (the "Class C O/C Ratio") is not less than 110.00%, as required by Section 5.04(c) of the Indenture. As of the Closing Date, the Class C O/C Ratio is satisfied.

(d) Class D Overcollateralization Test. The Class D Overcollateralization Ratio (the "Class D O/C Ratio") is not less than 105.50%, as required by Section 5.04(d) of the Indenture. As of the Closing Date, the Class D O/C Ratio is satisfied.

(e) Class A Interest Coverage Test. The Class A Interest Coverage Ratio (the "Class A I/C Ratio") is not less than 120.00%, as required by Section 5.05(a) of the Indenture. As of the Closing Date, the Class A I/C Ratio is satisfied.

(f) Class B Interest Coverage Test. The Class B Interest Coverage Ratio (the "Class B I/C Ratio") is not less than 115.00%, as required by Section 5.05(b) of the Indenture. As of the Closing Date, the Class B I/C Ratio is satisfied.

(g) Class C Interest Coverage Test. The Class C Interest Coverage Ratio (the "Class C I/C Ratio") is not less than 110.00%, as required by Section 5.05(c) of the Indenture. As of the Closing Date, the Class C I/C Ratio is satisfied.

(h) Class D Interest Coverage Test. The Class D Interest Coverage Ratio (the "Class D I/C Ratio") is not less than 105.00%, as required by Section 5.05(d) of the Indenture. As of the Closing Date, the Class D I/C Ratio is satisfied.

Section 7. Warehouse Take-Out Confirmation

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

7.2. The outstanding warehouse balance of $212,500,000, together with all accrued and unpaid interest, fees, and other amounts due and payable to the Warehouse Lender under the Warehouse Credit Agreement, has been paid in full from the proceeds of the issuance of the Notes on the Closing Date. No amounts remain outstanding under the Warehouse Credit Agreement following the Closing Date.

7.3. The Warehouse Facility Termination and Release Agreement, dated as of September 12, 2023 (the "Warehouse Termination Agreement"), among the Issuer, the Collateral Manager, and Havenwood Bank, N.A. (as Warehouse Lender), has been duly executed and delivered by each party thereto. Pursuant to the Warehouse Termination Agreement, all liens, security interests, assignments, and encumbrances granted in favor of Havenwood Bank, N.A. under the Warehouse Credit Agreement and the related warehouse security documents have been released in full, and all obligations of the Issuer under the Warehouse Credit Agreement have been terminated and discharged in their entirety.

7.4. The collateral assets (consisting of broadly syndicated first-lien senior secured leveraged loans) previously held in the Warehouse Facility have been duly and validly assigned and transferred to the Issuer and pledged to the Trustee under the Indenture, pursuant to the Assignment of Collateral, dated as of September 12, 2023 (the "Assignment of Collateral"), executed by the Issuer in favor of the Trustee. The Trustee has received and acknowledged receipt of the Assignment of Collateral, and all such collateral assets are now held by, or on behalf of, the Trustee for the benefit of the Secured Parties in accordance with the terms of the Indenture.

Section 8. Note Issuance and Settlement

8.1. The undersigned hereby certifies that the Notes have been issued in the principal amounts and at the interest rate spreads set forth in the First Supplemental Indenture, dated as of September 8, 2023, as follows:

8.2. The reference rate applicable to the rated Notes is Compounded SOFR, calculated in accordance with the SOFR compounding methodology set forth in the Indenture, with the 26253 fallback convention applicable in the event of a Benchmark Transition Event. The day count convention for interest accrual on the rated Notes is Actual/360.

8.3. The minimum denomination for each class of rated Notes (Class A-1 through Class D) is $250,000, with increments of $1,000 in excess thereof. The minimum denomination for the Subordinated Notes is $250,000, with increments of $1 in excess thereof.

8.4. The Notes are being delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"). Ironclad Trust Company, N.A. (DTC Participant No. 2176) is acting in the capacities of Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Indenture and the Collateral Administration Agreement. Global certificates representing each class of Notes have been deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC.

8.5. The target portfolio par amount of $400,000,000 in broadly syndicated first-lien senior secured leveraged loans (consisting primarily of obligations of U.S. obligors) is being funded from a combination of (a) assignments of collateral assets previously held in the Warehouse Facility (as described in Section 7 above) and (b) new purchases of Collateral Obligations from the closing proceeds of the issuance of the Notes, all in accordance with the terms and conditions of the Indenture and the Collateral Management Agreement.

8.6. The Closing Funds Flow Memorandum, dated September 12, 2023, prepared by the Collateral Manager in consultation with the Lead Placement Agent and the Trustee (the "Funds Flow Memo"), accurately reflects the sources and uses of funds on the Closing Date. A copy of the Funds Flow Memo has been delivered to the Trustee and each of the Placement Agents.

8.7. Final settlement of the Notes is expected to occur via DTC on September 20, 2023 (T+5 settlement), in accordance with the terms and conditions set forth in the Note Purchase Agreement and the Funds Flow Memo.

Section 9. Effective Date

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

9.2. The Effective Date Deadline is December 12, 2023, which is the date that is ninety (90) days after the Pricing Date of September 8, 2023, as specified in Section 2.06(b) of the Indenture. If the Effective Date Conditions are not satisfied on or prior to the Effective Date Deadline, a Liquidation Event (as defined in the Indenture) may occur, and the consequences set forth in Section 2.06(c) of the Indenture shall apply.

9.3. The undersigned, based on information provided by the Collateral Manager, hereby certifies that the Issuer and the Collateral Manager expect to satisfy all Effective Date Conditions, including the full ramp of the collateral portfolio to the target aggregate collateral par amount of $400,000,000, within the Effective Date Deadline. As of August 15, 2023, the warehouse ramp under the Warehouse Facility was approximately 85% complete, and the Collateral Manager has identified a pipeline of additional Collateral Obligations sufficient to complete the ramp within the prescribed timeframe.

Section 10. Payment Dates and Key Structural Dates

10.1. The first Payment Date following the Closing Date is January 15, 2024.

10.2. Payment Dates shall occur quarterly thereafter on the 15th day of each January, April, July, and October of each year (or, if such day is not a Business Day, on the next succeeding Business Day), commencing January 15, 2024.

10.3. The Record Date with respect to any Payment Date is the 15th calendar day preceding such Payment Date (or, in the case of any Notes held in book-entry form through DTC, the close of business on the Business Day immediately preceding such Payment Date, in accordance with DTC procedures).

10.4. The Non-Call Period (as defined in the Indenture) ends on September 12, 2025. Prior to the expiration of the Non-Call Period, the Notes may not be redeemed at the option of the Issuer (other than a Tax Redemption or a Clean-Up Call Redemption as provided in the Indenture).

10.5. The Reinvestment Period (as defined in the Indenture) ends on September 12, 2028. Following the expiration of the Reinvestment Period, Principal Proceeds may not be reinvested in substitute Collateral Obligations and shall instead be applied to the repayment of the Notes in accordance with the Priority of Payments set forth in the Indenture.

10.6. The Stated Maturity Date for all classes of Notes is October 15, 2036.

Section 11. Transaction Accounts

11.1. The undersigned hereby certifies that all transaction accounts required to be established under the Indenture have been established with Havenwood Bank, N.A. (in its capacity as Account Bank under the Indenture), including the following accounts:

(a) the Collection Account, into which all Interest Proceeds and Principal Proceeds are to be deposited;

(b) the Payment Account, from which distributions to Noteholders on each Payment Date are to be made in accordance with the Priority of Payments;

(c) the Interest Reserve Account, in which amounts may be reserved for the payment of interest on the Notes as provided in the Indenture; and

(d) the Expense Account, from which Administrative Expenses and other expenses of the Issuer are to be paid as provided in the Indenture;

together with such other accounts as are required to be established under the Indenture or any other Transaction Document.

11.2. Ironclad Trust Company, N.A. has been duly designated and is acting in the capacities of Custodian and Collateral Administrator under the Indenture and the Collateral Administration Agreement, respectively, and has acknowledged its acceptance of such roles in writing.

Section 12. No Litigation or Adverse Change

12.1. There is no action, suit, investigation, litigation, or proceeding (whether at law or in equity, and whether civil, criminal, administrative, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened against the Issuer or the Co-Issuer in any court, before any arbitrator of any kind, or before or by any governmental body or agency that (a) would reasonably be expected to have a material adverse effect on the Issuer's or the Co-Issuer's ability to perform their respective obligations under the Transaction Documents or (b) seeks to prevent, enjoin, or otherwise restrain the consummation of the transactions contemplated by the Transaction Documents.

12.2. No material adverse change has occurred in the financial condition, business, properties, assets, operations, or prospects of the Issuer or the Co-Issuer since the date of the Offering Memorandum (August 18, 2023), and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change.

Section 13. Tax Matters

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

13.2. The Co-Issuer (Driftwood CLO 2023-I, LLC) is a disregarded entity for U.S. federal income tax purposes, with the Issuer being the sole regarded owner of the Co-Issuer for such purposes.

13.3. The Issuer has been duly registered as a Reporting Foreign Financial Institution with the Cayman Islands Tax Information Authority for purposes of compliance with (a) the Foreign Account Tax Compliance Act ("FATCA"), as implemented through the Model 1 intergovernmental agreement between the Cayman Islands and the United States, and (b) the Common Reporting Standard ("CRS") adopted by the Organisation for Economic Co-operation and Development and implemented in the Cayman Islands through the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations.

13.4. The rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) are intended to be treated as indebtedness of the Issuer for U.S. federal income tax purposes. The Subordinated Notes are intended to be treated as equity interests in the Issuer for U.S. federal income tax purposes. The Issuer and the Co-Issuer agree to treat such Notes in the manner described in this Section 13.4 for all U.S. federal income tax purposes, and neither the Issuer nor the Co-Issuer has taken, or intends to take, a position that is inconsistent with such treatment.

Section 14. ERISA Matters

14.1. The rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) are "ERISA eligible" and may be acquired and held by, or on behalf of, employee benefit plans, individual retirement accounts, and other plans and arrangements subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), and entities whose underlying assets include "plan assets" by reason of any such plan's or arrangement's investment therein, in reliance on the exemption set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended, and the prohibited transaction class exemptions available under ERISA and the Code, including the exemption for transactions involving insurance company general accounts (Prohibited Transaction Class Exemption 95-60), the exemption for transactions involving qualified professional asset managers (Prohibited Transaction Class Exemption 84-14), the exemption for transactions involving in-house asset managers (Prohibited Transaction Class Exemption 96-23), the exemption for transactions involving insurance company pooled separate accounts (Prohibited Transaction Class Exemption 90-1), the exemption for transactions involving bank collective investment funds (Prohibited Transaction Class Exemption 91-38), and the underwriter's exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code (the "Service Provider Exemption"), as applicable, and, if applicable, the venture capital operating company ("VCOC") and real estate operating company ("REOC") exemptions under Section 3(42) of ERISA and the regulations thereunder.

14.2. The Subordinated Notes are restricted to non-benefit plan investors. No Subordinated Notes may be acquired or held by, or on behalf of, or with the assets of, any employee benefit plan, individual retirement account, or other plan, account, or arrangement subject to Title I of ERISA or Section 4975 of the Code, or any entity whose underlying assets include "plan assets" by reason of any such plan's, account's, or arrangement's investment therein (each, a "Benefit Plan Investor"). Transfers of Subordinated Notes to Benefit Plan Investors are prohibited, and the Trustee shall not register any transfer of Subordinated Notes to any person or entity that is, or is acting on behalf of, a Benefit Plan Investor.

Section 15. Governing Law

15.1. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.

DRIFTWOOD CLO 2023-I, LTD.

By: ________

Name: Marcus J. Reinholt

Title: Director

Date: September 12, 2023

Delivered to:

Ironclad Trust Company, N.A., as Trustee 100 Wall Street, Suite 1650 New York, New York 10005

Attention: CLO Trust Administration — Driftwood CLO 2023-I

Meridian Atlantic Securities LLC, as Lead Placement Agent 383 Madison Avenue, 22nd Floor New York, New York 10179

Attention: Structured Credit — CLO Syndicate Desk

Copy to:

Calderwood & Harkness LLP, Issuer's Counsel 450 Park Avenue New York, New York 10022

Attention: Structured Finance Group

Barrington, Locke & Hayes LLP, Placement Agent's Counsel 601 Lexington Avenue New York, New York 10022

Attention: Capital Markets Group

Class	Aggregate Principal Amount	Rating (Brindoval / Ridgeline)	CUSIP (144A)	CUSIP (Reg S)	ISIN (144A)
Class A-1 Notes	$256,000,000	AAA / AAA	26738TAA5	G2694LAA7	US26738TAA51
Class A-2 Notes	$40,000,000	AA / AA	26738TAB3	—	—
Class B Notes	$28,000,000	A / A	26738TAC1	—	—
Class C Notes	$24,000,000	BBB / BBB	26738TAD9	—	—
Class D Notes	$16,000,000	BB / BB	26738TAE7	—	—
Subordinated Notes	$36,000,000	Unrated	26738TAF4	—	—
Total	$400,000,000
Class	Principal Amount	Interest Rate	Rating
Class A-1 Notes	$256,000,000	Compounded SOFR + 155 bps	AAA / AAA
Class A-2 Notes	$40,000,000	Compounded SOFR + 190 bps	AA / AA
Class B Notes	$28,000,000	Compounded SOFR + 230 bps	A / A
Class C Notes	$24,000,000	Compounded SOFR + 310 bps	BBB / BBB
Class D Notes	$16,000,000	Compounded SOFR + 625 bps	BB / BB
Subordinated Notes	$36,000,000	Residual (unrated)	Unrated

OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.
Closing Certificate Pursuant to the Indenture and the Note Purchase Agreement
September 12, 2023
This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the closing of the issuance of the Notes (as defined below) on September 12, 2023 (the "Closing Date"), pursuant to and in accordance with the terms and provisions of:
(i) the Indenture, dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture, dated as of September 8, 2023, the "Indenture"), among Driftwood CLO 2023-I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Issuer"), Driftwood CLO 2023-I, LLC, a limited liability company organized under the laws of the State of Delaware (the "Co-Issuer," and together with the Issuer, the "Co-Issuers"), and Ironclad Trust Company, N.A., a national banking association organized under the laws of the United States (the "Trustee");
(ii) the Note Purchase Agreement, dated as of September 8, 2023 (the "Note Purchase Agreement"), among the Issuer, the Co-Issuer, Meridian Atlantic Securities LLC, a Delaware limited liability company (in its capacity as Lead Placement Agent, the "Lead Placement Agent"), and Northbridge Capital Markets Inc., a Delaware corporation (in its capacity as Co-Placement Agent, the "Co-Placement Agent," and together with the Lead Placement Agent, the "Placement Agents"); and
(iii) the Collateral Management Agreement, dated as of August 22, 2023 (the "Collateral Management Agreement"), between the Issuer and Driftwood Credit Management LLC, a Delaware limited liability company (the "Collateral Manager").
RECITALS
A. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture. In the event of any conflict between a defined term as used herein and such term as defined in the Indenture, the definition set forth in the Indenture shall control.
B. The undersigned, Marcus J. Reinholt, is a duly appointed director and authorized officer of Driftwood CLO 2023-I, Ltd., an exempted company with limited liability duly incorporated and validly existing under the laws of the Cayman Islands, with its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. The undersigned has been duly authorized by the board of directors of the Issuer to execute and deliver this Certificate on behalf of the Issuer.
C. This Certificate is being delivered pursuant to Section 2.04(a)(vi) of the Indenture and Section 5(e) of the Note Purchase Agreement, in each case in connection with the closing of the issuance by the Co-Issuers of the Notes (as described below) on the Closing Date, September 12, 2023.
D. The Notes being issued on the Closing Date (collectively, the "Notes") consist of the following classes of secured notes and subordinated notes:
The Notes are being offered and sold in reliance on the exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Rule 144A under the Securities Act and Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
NOW, THEREFORE, the undersigned, in his capacity as a director and authorized officer of the Issuer, and not in his individual capacity, hereby certifies as follows:
Section 1. Authorization and Authority
1.1. The undersigned, Marcus J. Reinholt, is a duly appointed director of Driftwood CLO 2023-I, Ltd. and is duly authorized to execute and deliver this Certificate on behalf of the Issuer. The undersigned has full power and authority to make each of the certifications, representations, and statements set forth herein.
1.2. The board of directors of Driftwood CLO 2023-I, Ltd. duly adopted written resolutions, dated August 20, 2023 (the "Board Resolutions"), authorizing (a) the issuance of the Notes, (b) the execution, delivery, and performance by the Issuer of the Indenture, the First Supplemental Indenture, the Note Purchase Agreement, the Collateral Management Agreement, the Collateral Administration Agreement, the Co-Issuance Agreement, and each of the other Transaction Documents to which the Issuer is a party, and (c) the taking of all actions contemplated by such Transaction Documents in connection with the issuance of the Notes and the consummation of the transactions contemplated thereby. The Board Resolutions have not been amended, modified, rescinded, or revoked, and remain in full force and effect as of the Closing Date.
1.3. The Issuer has been duly incorporated and is validly existing as an exempted company with limited liability in good standing under the laws of the Cayman Islands, with Registration No. EX-382916. The Issuer has all requisite corporate power and authority to execute, deliver, and perform its obligations under each of the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby, including the issuance of the Notes.
Section 2. Representations and Warranties
2.1. Each of the representations and warranties made by the Issuer in the Indenture, dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture, dated as of September 8, 2023), is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.
2.2. Each of the representations and warranties made by the Issuer in the Note Purchase Agreement, dated as of September 8, 2023, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.
2.3. Each of the representations and warranties made by the Issuer in the Collateral Management Agreement, dated as of August 22, 2023, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.
2.4. Each of the representations and warranties made by the Issuer in the Co-Issuance Agreement, dated as of August 22, 2023, between the Issuer and the Co-Issuer, is true, correct, and complete in all material respects as of the Closing Date, September 12, 2023, with the same force and effect as if made on and as of the Closing Date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date.
Section 3. No Default
3.1. No Event of Default (as defined in Section 5.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023.
3.2. No Default (as defined in Section 1.01 of the Indenture) has occurred and is continuing as of the Closing Date, September 12, 2023.
3.3. No event has occurred that, with the giving of notice or lapse of time, or both, would constitute an Event of Default or a Default under the Indenture. The Issuer is in compliance in all material respects with all of its covenants and obligations under the Indenture and each of the other Transaction Documents to which it is a party.
Section 4. Compliance with Conditions Precedent
4.1. All conditions precedent to the issuance of the Notes set forth in Article II of the Indenture have been duly satisfied or, to the extent permitted thereunder, waived as of the Closing Date.
4.2. All conditions precedent to the obligations of the Lead Placement Agent and the Co-Placement Agent set forth in Section 5 of the Note Purchase Agreement have been duly satisfied or, to the extent permitted thereunder, waived as of the Closing Date.
4.3. Without limiting the generality of the foregoing certifications, the following conditions precedent have been satisfied as of the Closing Date:
(a) Transaction Documents. The Indenture, the First Supplemental Indenture dated as of September 8, 2023, the Collateral Management Agreement, the Collateral Administration Agreement dated as of August 22, 2023 between the Issuer and Ironclad Trust Company, N.A. (in its capacity as Collateral Administrator), the Co-Issuance Agreement dated as of August 22, 2023 between the Issuer and the Co-Issuer, the Note Purchase Agreement, and all other Transaction Documents contemplated by the Indenture and the Note Purchase Agreement have been duly authorized, executed, and delivered by each party thereto and are in full force and effect as of the Closing Date.
(b) Authorization and Authentication of the Notes. The Notes have been duly authorized by the Issuer and the Co-Issuer in accordance with the terms of the Indenture, the Co-Issuance Agreement, and the Board Resolutions. The Notes have been duly executed by the Issuer and the Co-Issuer and have been duly authenticated by the Trustee in accordance with Section 2.04 of the Indenture. The Notes constitute valid and binding obligations of the Co-Issuers, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding in equity or at law).
(c) Offering Memorandum. The Offering Memorandum, dated August 18, 2023, as supplemented by the pricing supplement dated September 8, 2023 and any other supplements thereto (collectively, the "Offering Memorandum"), does not, as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the undersigned makes no certification with respect to any information furnished by the Placement Agents or any purchaser of the Notes for inclusion in the Offering Memorandum.
(d) Legal Opinions. All legal opinions required to be delivered under the Indenture and the Note Purchase Agreement have been duly delivered on or prior to the Closing Date, including:
(i) the opinion of Calderwood & Harkness LLP, as U.S. counsel to the Issuer, dated September 12, 2023, addressing matters of New York law and U.S. federal law (the "U.S. Legal Opinion");
(ii) the tax opinion of Calderwood & Harkness LLP, as U.S. tax counsel to the Issuer, dated September 12, 2023, addressing the U.S. federal income tax treatment of the Notes and the Issuer (the "Tax Opinion");
(iii) the opinion of Applegategate Offshore Services Ltd., as Cayman Islands counsel to the Issuer, dated September 12, 2023, addressing matters of Cayman Islands law, including the due incorporation, valid existence, and good standing of the Issuer (the "Cayman Legal Opinion"); and
(iv) the opinion of Ashworth & Pratt LLP, as counsel to the Trustee, dated September 12, 2023, addressing the due authorization, execution, and delivery of the Indenture and related documents by the Trustee (the "Trustee's Counsel Opinion").
(e) Rating Confirmation Letters. Rating confirmation letters from each of Brindoval Analytical Services Inc. and Ridgeline Credit Ratings LLC, each dated September 8, 2023, confirming the final ratings on the rated Notes, have been received by the Issuer and the Trustee. The final ratings on the rated Notes are as follows:
•  Class A-1 Notes: AAA (Brindoval) / AAA (Ridgeline)
•  Class A-2 Notes: AA (Brindoval) / AA (Ridgeline)
•  Class B Notes: A (Brindoval) / A (Ridgeline)
•  Class C Notes: BBB (Brindoval) / BBB (Ridgeline)
•  Class D Notes: BB (Brindoval) / BB (Ridgeline)
(f) Secretary's Certificate. The Secretary's Certificate (Incumbency and Resolutions) of the Issuer, dated September 12, 2023, certifying the names, titles, and true specimen signatures of the officers and directors of the Issuer authorized to execute and deliver this Certificate and each of the other Transaction Documents, together with true and complete copies of the Board Resolutions and the memorandum and articles of association of the Issuer, has been duly delivered to the Trustee and the Lead Placement Agent.
Section 5. Collateral Quality Tests Compliance
5.1. The undersigned hereby certifies that, as of the Closing Date, the collateral pool satisfies each of the Collateral Quality Tests specified in Article V of the Indenture. Without limiting the generality of the foregoing, the undersigned certifies as follows based upon information provided by the Collateral Manager and the Collateral Administrator:
(a) Minimum Weighted Average Spread. The Weighted Average Spread of the Collateral Obligations included in the collateral pool is not less than 350 basis points, as required by Section 5.03(a) of the Indenture. As of the Closing Date, the Weighted Average Spread of the Collateral Obligations is approximately 376 basis points, which exceeds the minimum threshold.
(b) Maximum Weighted Average Life. The Weighted Average Life of the Collateral Obligations included in the collateral pool does not exceed 7.5 years, as required by Section 5.03(b) of the Indenture. As of the Closing Date, the Weighted Average Life of the Collateral Obligations is approximately 4.8 years, which is within the maximum threshold.
(c) Minimum Diversity Score. The Diversity Score of the Collateral Obligations included in the collateral pool is not less than 60, as required by Section 5.03(c) of the Indenture. As of the Closing Date, the Diversity Score of the Collateral Obligations is 74, which exceeds the minimum threshold.
(d) Maximum CCC Bucket. The aggregate principal balance of Collateral Obligations rated CCC+ or below (as determined by the rating agencies) does not exceed 7.5% of the aggregate collateral par amount (i.e., does not exceed $30,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(d) of the Indenture.
(e) Maximum Second-Lien Bucket. The aggregate principal balance of second-lien Collateral Obligations does not exceed 5.0% of the aggregate collateral par amount (i.e., does not exceed $20,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(e) of the Indenture.
(f) Maximum Fixed-Rate Bucket. The aggregate principal balance of fixed-rate Collateral Obligations does not exceed 10.0% of the aggregate collateral par amount (i.e., does not exceed $40,000,000, based on a target aggregate collateral par amount of $400,000,000), as required by Section 5.03(f) of the Indenture.
(g) Minimum Weighted Average Recovery Rate. The Weighted Average Recovery Rate of the Collateral Obligations included in the collateral pool is not less than 45.0%, as required by Section 5.03(g) of the Indenture. As of the Closing Date, the Weighted Average Recovery Rate of the Collateral Obligations is approximately 47.2%, which exceeds the minimum threshold.
(h) Maximum Weighted Average Rating Factor (WARF). The Weighted Average Rating Factor of the Collateral Obligations included in the collateral pool is not greater than 2,850 (as calculated using the Brindoval rating scale), as required by Section 5.03(h) of the Indenture. As of the Closing Date, the Weighted Average Rating Factor of the Collateral Obligations is approximately 2,724, which is within the maximum threshold.
Section 6. Overcollateralization and Interest Coverage Tests
6.1. The undersigned hereby certifies that, as of the Closing Date, each of the Coverage Tests specified in Article V of the Indenture is satisfied. The following minimum ratios have been met or exceeded:
(a) Class A Overcollateralization Test. The Class A Overcollateralization Ratio (the "Class A O/C Ratio") is not less than 128.00%, as required by Section 5.04(a) of the Indenture. As of the Closing Date, the Class A O/C Ratio is satisfied.
(b) Class B Overcollateralization Test. The Class B Overcollateralization Ratio (the "Class B O/C Ratio") is not less than 118.00%, as required by Section 5.04(b) of the Indenture. As of the Closing Date, the Class B O/C Ratio is satisfied.
(c) Class C Overcollateralization Test. The Class C Overcollateralization Ratio (the "Class C O/C Ratio") is not less than 110.00%, as required by Section 5.04(c) of the Indenture. As of the Closing Date, the Class C O/C Ratio is satisfied.
(d) Class D Overcollateralization Test. The Class D Overcollateralization Ratio (the "Class D O/C Ratio") is not less than 105.50%, as required by Section 5.04(d) of the Indenture. As of the Closing Date, the Class D O/C Ratio is satisfied.
(e) Class A Interest Coverage Test. The Class A Interest Coverage Ratio (the "Class A I/C Ratio") is not less than 120.00%, as required by Section 5.05(a) of the Indenture. As of the Closing Date, the Class A I/C Ratio is satisfied.
(f) Class B Interest Coverage Test. The Class B Interest Coverage Ratio (the "Class B I/C Ratio") is not less than 115.00%, as required by Section 5.05(b) of the Indenture. As of the Closing Date, the Class B I/C Ratio is satisfied.
(g) Class C Interest Coverage Test. The Class C Interest Coverage Ratio (the "Class C I/C Ratio") is not less than 110.00%, as required by Section 5.05(c) of the Indenture. As of the Closing Date, the Class C I/C Ratio is satisfied.
(h) Class D Interest Coverage Test. The Class D Interest Coverage Ratio (the "Class D I/C Ratio") is not less than 105.00%, as required by Section 5.05(d) of the Indenture. As of the Closing Date, the Class D I/C Ratio is satisfied.
Section 7. Warehouse Take-Out Confirmation
7.1. The undersigned hereby certifies that the warehouse credit facility in the aggregate commitment amount of $250,000,000 (the "Warehouse Facility"), provided by Havenwood Bank, N.A., as warehouse lender (the "Warehouse Lender"), pursuant to the Warehouse Credit Agreement dated as of May 22, 2023 (the "Warehouse Credit Agreement"), has been taken out in full on the Closing Date.
7.2. The outstanding warehouse balance of $212,500,000, together with all accrued and unpaid interest, fees, and other amounts due and payable to the Warehouse Lender under the Warehouse Credit Agreement, has been paid in full from the proceeds of the issuance of the Notes on the Closing Date. No amounts remain outstanding under the Warehouse Credit Agreement following the Closing Date.
7.3. The Warehouse Facility Termination and Release Agreement, dated as of September 12, 2023 (the "Warehouse Termination Agreement"), among the Issuer, the Collateral Manager, and Havenwood Bank, N.A. (as Warehouse Lender), has been duly executed and delivered by each party thereto. Pursuant to the Warehouse Termination Agreement, all liens, security interests, assignments, and encumbrances granted in favor of Havenwood Bank, N.A. under the Warehouse Credit Agreement and the related warehouse security documents have been released in full, and all obligations of the Issuer under the Warehouse Credit Agreement have been terminated and discharged in their entirety.
7.4. The collateral assets (consisting of broadly syndicated first-lien senior secured leveraged loans) previously held in the Warehouse Facility have been duly and validly assigned and transferred to the Issuer and pledged to the Trustee under the Indenture, pursuant to the Assignment of Collateral, dated as of September 12, 2023 (the "Assignment of Collateral"), executed by the Issuer in favor of the Trustee. The Trustee has received and acknowledged receipt of the Assignment of Collateral, and all such collateral assets are now held by, or on behalf of, the Trustee for the benefit of the Secured Parties in accordance with the terms of the Indenture.
Section 8. Note Issuance and Settlement
8.1. The undersigned hereby certifies that the Notes have been issued in the principal amounts and at the interest rate spreads set forth in the First Supplemental Indenture, dated as of September 8, 2023, as follows:
8.2. The reference rate applicable to the rated Notes is Compounded SOFR, calculated in accordance with the SOFR compounding methodology set forth in the Indenture, with the 26253 fallback convention applicable in the event of a Benchmark Transition Event. The day count convention for interest accrual on the rated Notes is Actual/360.
8.3. The minimum denomination for each class of rated Notes (Class A-1 through Class D) is $250,000, with increments of $1,000 in excess thereof. The minimum denomination for the Subordinated Notes is $250,000, with increments of $1 in excess thereof.
8.4. The Notes are being delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"). Ironclad Trust Company, N.A. (DTC Participant No. 2176) is acting in the capacities of Trustee, Note Registrar, Paying Agent, Transfer Agent, Custodian, and Collateral Administrator under the Indenture and the Collateral Administration Agreement. Global certificates representing each class of Notes have been deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as nominee of DTC.
8.5. The target portfolio par amount of $400,000,000 in broadly syndicated first-lien senior secured leveraged loans (consisting primarily of obligations of U.S. obligors) is being funded from a combination of (a) assignments of collateral assets previously held in the Warehouse Facility (as described in Section 7 above) and (b) new purchases of Collateral Obligations from the closing proceeds of the issuance of the Notes, all in accordance with the terms and conditions of the Indenture and the Collateral Management Agreement.
8.6. The Closing Funds Flow Memorandum, dated September 12, 2023, prepared by the Collateral Manager in consultation with the Lead Placement Agent and the Trustee (the "Funds Flow Memo"), accurately reflects the sources and uses of funds on the Closing Date. A copy of the Funds Flow Memo has been delivered to the Trustee and each of the Placement Agents.
8.7. Final settlement of the Notes is expected to occur via DTC on September 20, 2023 (T+5 settlement), in accordance with the terms and conditions set forth in the Note Purchase Agreement and the Funds Flow Memo.
Section 9. Effective Date
9.1. The Effective Date (as defined in the Indenture) has not yet occurred as of the Closing Date, September 12, 2023. The Effective Date will occur upon the satisfaction of the Effective Date Conditions set forth in Section 2.06 of the Indenture, including, without limitation, the full ramp of the collateral portfolio to the target aggregate collateral par amount of $400,000,000 and the satisfaction of each of the Collateral Quality Tests and Coverage Tests as of such date.
9.2. The Effective Date Deadline is December 12, 2023, which is the date that is ninety (90) days after the Pricing Date of September 8, 2023, as specified in Section 2.06(b) of the Indenture. If the Effective Date Conditions are not satisfied on or prior to the Effective Date Deadline, a Liquidation Event (as defined in the Indenture) may occur, and the consequences set forth in Section 2.06(c) of the Indenture shall apply.
9.3. The undersigned, based on information provided by the Collateral Manager, hereby certifies that the Issuer and the Collateral Manager expect to satisfy all Effective Date Conditions, including the full ramp of the collateral portfolio to the target aggregate collateral par amount of $400,000,000, within the Effective Date Deadline. As of August 15, 2023, the warehouse ramp under the Warehouse Facility was approximately 85% complete, and the Collateral Manager has identified a pipeline of additional Collateral Obligations sufficient to complete the ramp within the prescribed timeframe.
Section 10. Payment Dates and Key Structural Dates
10.1. The first Payment Date following the Closing Date is January 15, 2024.
10.2. Payment Dates shall occur quarterly thereafter on the 15th day of each January, April, July, and October of each year (or, if such day is not a Business Day, on the next succeeding Business Day), commencing January 15, 2024.
10.3. The Record Date with respect to any Payment Date is the 15th calendar day preceding such Payment Date (or, in the case of any Notes held in book-entry form through DTC, the close of business on the Business Day immediately preceding such Payment Date, in accordance with DTC procedures).
10.4. The Non-Call Period (as defined in the Indenture) ends on September 12, 2025. Prior to the expiration of the Non-Call Period, the Notes may not be redeemed at the option of the Issuer (other than a Tax Redemption or a Clean-Up Call Redemption as provided in the Indenture).
10.5. The Reinvestment Period (as defined in the Indenture) ends on September 12, 2028. Following the expiration of the Reinvestment Period, Principal Proceeds may not be reinvested in substitute Collateral Obligations and shall instead be applied to the repayment of the Notes in accordance with the Priority of Payments set forth in the Indenture.
10.6. The Stated Maturity Date for all classes of Notes is October 15, 2036.
Section 11. Transaction Accounts
11.1. The undersigned hereby certifies that all transaction accounts required to be established under the Indenture have been established with Havenwood Bank, N.A. (in its capacity as Account Bank under the Indenture), including the following accounts:
(a) the Collection Account, into which all Interest Proceeds and Principal Proceeds are to be deposited;
(b) the Payment Account, from which distributions to Noteholders on each Payment Date are to be made in accordance with the Priority of Payments;
(c) the Interest Reserve Account, in which amounts may be reserved for the payment of interest on the Notes as provided in the Indenture; and
(d) the Expense Account, from which Administrative Expenses and other expenses of the Issuer are to be paid as provided in the Indenture;
together with such other accounts as are required to be established under the Indenture or any other Transaction Document.
11.2. Ironclad Trust Company, N.A. has been duly designated and is acting in the capacities of Custodian and Collateral Administrator under the Indenture and the Collateral Administration Agreement, respectively, and has acknowledged its acceptance of such roles in writing.
Section 12. No Litigation or Adverse Change
12.1. There is no action, suit, investigation, litigation, or proceeding (whether at law or in equity, and whether civil, criminal, administrative, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened against the Issuer or the Co-Issuer in any court, before any arbitrator of any kind, or before or by any governmental body or agency that (a) would reasonably be expected to have a material adverse effect on the Issuer's or the Co-Issuer's ability to perform their respective obligations under the Transaction Documents or (b) seeks to prevent, enjoin, or otherwise restrain the consummation of the transactions contemplated by the Transaction Documents.
12.2. No material adverse change has occurred in the financial condition, business, properties, assets, operations, or prospects of the Issuer or the Co-Issuer since the date of the Offering Memorandum (August 18, 2023), and no event has occurred that, individually or in the aggregate, would reasonably be expected to result in such a material adverse change.
Section 13. Tax Matters
13.1. The Issuer (Driftwood CLO 2023-I, Ltd.) is not, and does not expect to be, engaged in a trade or business within the United States for U.S. federal income tax purposes. The Issuer has been structured with the intention of not being subject to U.S. federal income taxation on a net basis and has not and does not intend to take any action that would cause it to be treated as engaged in a U.S. trade or business.
13.2. The Co-Issuer (Driftwood CLO 2023-I, LLC) is a disregarded entity for U.S. federal income tax purposes, with the Issuer being the sole regarded owner of the Co-Issuer for such purposes.
13.3. The Issuer has been duly registered as a Reporting Foreign Financial Institution with the Cayman Islands Tax Information Authority for purposes of compliance with (a) the Foreign Account Tax Compliance Act ("FATCA"), as implemented through the Model 1 intergovernmental agreement between the Cayman Islands and the United States, and (b) the Common Reporting Standard ("CRS") adopted by the Organisation for Economic Co-operation and Development and implemented in the Cayman Islands through the Tax Information Authority (International Tax Compliance) (Common Reporting Standard) Regulations.
13.4. The rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) are intended to be treated as indebtedness of the Issuer for U.S. federal income tax purposes. The Subordinated Notes are intended to be treated as equity interests in the Issuer for U.S. federal income tax purposes. The Issuer and the Co-Issuer agree to treat such Notes in the manner described in this Section 13.4 for all U.S. federal income tax purposes, and neither the Issuer nor the Co-Issuer has taken, or intends to take, a position that is inconsistent with such treatment.
Section 14. ERISA Matters
14.1. The rated Notes (Class A-1 Notes, Class A-2 Notes, Class B Notes, Class C Notes, and Class D Notes) are "ERISA eligible" and may be acquired and held by, or on behalf of, employee benefit plans, individual retirement accounts, and other plans and arrangements subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), and entities whose underlying assets include "plan assets" by reason of any such plan's or arrangement's investment therein, in reliance on the exemption set forth in Section 3(c)(5) of the Investment Company Act of 1940, as amended, and the prohibited transaction class exemptions available under ERISA and the Code, including the exemption for transactions involving insurance company general accounts (Prohibited Transaction Class Exemption 95-60), the exemption for transactions involving qualified professional asset managers (Prohibited Transaction Class Exemption 84-14), the exemption for transactions involving in-house asset managers (Prohibited Transaction Class Exemption 96-23), the exemption for transactions involving insurance company pooled separate accounts (Prohibited Transaction Class Exemption 90-1), the exemption for transactions involving bank collective investment funds (Prohibited Transaction Class Exemption 91-38), and the underwriter's exemption under Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code (the "Service Provider Exemption"), as applicable, and, if applicable, the venture capital operating company ("VCOC") and real estate operating company ("REOC") exemptions under Section 3(42) of ERISA and the regulations thereunder.
14.2. The Subordinated Notes are restricted to non-benefit plan investors. No Subordinated Notes may be acquired or held by, or on behalf of, or with the assets of, any employee benefit plan, individual retirement account, or other plan, account, or arrangement subject to Title I of ERISA or Section 4975 of the Code, or any entity whose underlying assets include "plan assets" by reason of any such plan's, account's, or arrangement's investment therein (each, a "Benefit Plan Investor"). Transfers of Subordinated Notes to Benefit Plan Investors are prohibited, and the Trustee shall not register any transfer of Subordinated Notes to any person or entity that is, or is acting on behalf of, a Benefit Plan Investor.
Section 15. Governing Law
15.1. This Certificate shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
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SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.
IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date first written above.
DRIFTWOOD CLO 2023-I, LTD.
By: ________
Name: Marcus J. Reinholt
Title: Director
Date: September 12, 2023
Delivered to:
Ironclad Trust Company, N.A., as Trustee 100 Wall Street, Suite 1650 New York, New York 10005
Attention: CLO Trust Administration — Driftwood CLO 2023-I
Meridian Atlantic Securities LLC, as Lead Placement Agent 383 Madison Avenue, 22nd Floor New York, New York 10179
Attention: Structured Credit — CLO Syndicate Desk
Copy to:
Calderwood & Harkness LLP, Issuer's Counsel 450 Park Avenue New York, New York 10022
Attention: Structured Finance Group
Barrington, Locke & Hayes LLP, Placement Agent's Counsel 601 Lexington Avenue New York, New York 10022
Attention: Capital Markets Group
Class | Aggregate Principal Amount | Rating (Brindoval / Ridgeline) | CUSIP (144A) | CUSIP (Reg S) | ISIN (144A)
Class A-1 Notes | $256,000,000 | AAA / AAA | 26738TAA5 | G2694LAA7 | US26738TAA51
Class A-2 Notes | $40,000,000 | AA / AA | 26738TAB3 | — | —
Class B Notes | $28,000,000 | A / A | 26738TAC1 | — | —
Class C Notes | $24,000,000 | BBB / BBB | 26738TAD9 | — | —
Class D Notes | $16,000,000 | BB / BB | 26738TAE7 | — | —
Subordinated Notes | $36,000,000 | Unrated | 26738TAF4 | — | —
Total | $400,000,000
Class | Principal Amount | Interest Rate | Rating
Class A-1 Notes | $256,000,000 | Compounded SOFR + 155 bps | AAA / AAA
Class A-2 Notes | $40,000,000 | Compounded SOFR + 190 bps | AA / AA
Class B Notes | $28,000,000 | Compounded SOFR + 230 bps | A / A
Class C Notes | $24,000,000 | Compounded SOFR + 310 bps | BBB / BBB
Class D Notes | $16,000,000 | Compounded SOFR + 625 bps | BB / BB
Subordinated Notes | $36,000,000 | Residual (unrated) | Unrated

OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.

RECITALS

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF DRIFTWOOD CLO 2023-I, LTD.

DRIFTWOOD CLO 2023-I, LTD.

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