Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Limited Liability Company Agreement of the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Authorized Officer" means any person designated by the Member in writing to act on behalf of the Comp

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) References herein to the DLLCA shall be deemed to include all amendments thereto and successor statutes thereto enacted from time to time. (b) Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture. (c) Words in the singular shall be deemed to include the plural and vice versa, and wor

ARTICLE II — FORMATION AND ORGANIZATION

Section 2.1 — Formation The Company was formed as a Delaware limited liability company by the filing of the Certificate of Formation with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831. The rights, powers, duties, and obligations of the Member and the administration, operation, and termination of the Company shall be governed by this Agreement and the DLLCA. To the

Section 2.2 — Name The name of the Company is "Driftwood CLO 2023-I, LLC." The Company's business shall be conducted solely under such name or such other names as comply with the requirements of the DLLCA and as the Member may designate from time to time in its sole discretion; provided, that any such change of name shall be effected by the filing of an appropriate amendment to the Certificate of Formation with the S

Section 2.3 — Registered Office and Registered Agent The registered office of the Company in the State of Delaware is located at 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company for service of process at such address is National Registered Agents Inc. The Member may change the registered office or registered agent of the Company from time to time by filing the appropriate amendment

Section 2.4 — Principal Office The principal office of the Company shall be at 200 Brickell Avenue, Suite 3100, Miami, Florida 33131, or at such other location as the Member may designate from time to time. Such principal office need not be in the State of Delaware. The Company may maintain additional offices at such locations as the Member may determine from time to time to be necessary or appropriate for the conduc

Section 2.5 — Term The Company shall have perpetual existence and shall continue in full force and effect until dissolved in accordance with the provisions of Article VIII of this Agreement or as otherwise required by the DLLCA. The existence of the Company as a separate legal entity shall continue until the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware in accordance wit

Section 2.6 — Fiscal Year The fiscal year of the Company shall be the calendar year, ending on December 31 of each year, unless otherwise determined by the Member in its sole discretion.

ARTICLE III — PURPOSE AND POWERS

Section 3.1 — Limited Purpose The Company is organized for the sole and limited purpose of: (a) Acting as Co-Issuer of the Notes under the Indenture, including the co-issuance of (i) $256,000,000 aggregate principal amount of Class A-1 Notes, (ii) $40,000,000 aggregate principal amount of Class A-2 Notes, (iii) $28,000,000 aggregate principal amount of Class B Notes, (iv) $24,000,000 aggregate principal amount of Cla

Section 3.2 — Powers Subject to the limitations set forth in Section 3.1 and Section 3.3 of this Agreement, the Company shall have all powers available to a limited liability company organized under the DLLCA that are necessary or desirable to carry out the limited purposes set forth in Section 3.1, including the power to execute, deliver, and perform its obligations under the Transaction Documents and to take all ac

Section 3.3 — Restricted Activities Notwithstanding any other provision of this Agreement, the Company shall not, and shall not be authorized to: (a) Engage in any trade or business other than as expressly described in Section 3.1 of this Agreement; (b) Incur, assume, or guarantee any indebtedness, or otherwise become liable for the obligations of any other Person, other than as expressly contemplated by the Transact

ARTICLE IV — MEMBER; CAPITAL CONTRIBUTIONS

Section 4.1 — Sole Member Driftwood CLO 2023-I, Ltd. is the sole member of the Company. The Member is an exempted company incorporated with limited liability under the laws of the Cayman Islands, Cayman Registration No. EX-382916, with its registered office at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands. The Company shall at all times have at least one (1) member. If for

Section 4.2 — Capital Contributions The Member shall make such capital contributions to the Company as the Member may determine, in its sole and absolute discretion, to be necessary or appropriate for the conduct of the Company's business and the fulfillment of its limited purposes as set forth in Section 3.1. No additional capital contributions shall be required of the Member beyond those capital contributions made

Section 4.3 — No Interest on Capital Contributions No interest shall accrue on, and the Member shall not be entitled to receive interest with respect to, any capital contribution made by the Member to the Company.

Section 4.4 — No Right of Withdrawal or Return The Member shall not have the right to withdraw from the Company or to demand or receive a return of all or any portion of its capital contributions to the Company, except upon the dissolution and winding up of the Company in accordance with the provisions of Article VIII of this Agreement. Under no circumstances shall the Company be obligated to pay interest to the Memb

Section 4.5 — Membership Interests The membership interest of the Member shall represent and constitute one hundred percent (100%) of the membership interests in the Company, including all rights to allocations, distributions, and voting appurtenant thereto. The membership interest of the Member in the Company constitutes a "security" governed by Article 8 of the Uniform Commercial Code as adopted in the State of Del

Section 5.1 — Management by the Member The business and affairs of the Company shall be managed exclusively by the Member. The Member shall have full, exclusive, and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incidental to the manage

Section 5.2 — Authorized Officers The Member may, from time to time, designate in writing one or more Persons to serve as Authorized Officers of the Company. Each such Authorized Officer, when acting within the scope of the authority granted to such Person by the Member, shall have full power and authority to execute, deliver, and perform, on behalf of and in the name of the Company, any and all Transaction Documents

Section 5.3 — Actions of the Member The Member may take any action required or permitted to be taken by the Member under this Agreement or the DLLCA without a meeting, by written consent executed by the Member. Any such written consent shall be effective when executed by the Member and delivered to the Company and shall be filed with the books and records of the Company. Without limiting the generality of the foregoi

Section 5.4 — Reliance by Third Parties Any Person dealing with the Company shall be entitled to rely upon the power and authority of the Member or any Authorized Officer to act on behalf of and to bind the Company, without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether such action is actually taken in accordance with the provisions of this Agreement. Any instrument or agr

Section 5.5 — No Independent Directors The Company shall not be required to have a board of directors, a board of managers, or any independent directors, managers, or similar governing body. The authority to manage the business and affairs of the Company shall rest solely with the Member, as provided in Section 5.1 of this Agreement. No provision of this Agreement shall be interpreted or construed to require the Comp

ARTICLE VI — TAX STATUS AND ALLOCATIONS

Section 6.1 — Tax Classification It is the intention of the Member that the Company shall be treated as an entity that is disregarded as separate from its owner for U.S. federal income tax purposes pursuant to Treasury Regulations Section 301.7701-3. As a single-member limited liability company, the Company shall be classified as a disregarded entity under Treasury Regulations Section 301.7701-3(b)(1)(ii), and the Me

Section 6.2 — Tax Returns To the extent that the Company is treated as a disregarded entity for U.S. federal income tax purposes, the Company shall not be required to file, and shall not file, a separate U.S. federal income tax return. The Company shall file any state, local, or other tax or information returns required to be filed by the Company under applicable law and shall pay any taxes or fees required to be pai

Section 6.3 — Tax Elections No election shall be made under Treasury Regulations Section 301.7701-3 or any successor provision to change the tax classification of the Company without the prior written consent of both (i) the Member and (ii) the Trustee (acting at the direction of the requisite Noteholders under the Indenture). Any such election made without such prior written consent shall be void and of no force or

Section 6.4 — Consistency with Indenture All tax-related provisions of this Agreement shall be interpreted and construed consistently with the Indenture and the tax opinions delivered in connection with the issuance of the Notes. Without limiting the foregoing, the parties acknowledge that the rated Notes (consisting of the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, and the Class D No

ARTICLE VII — SEPARATENESS; SPECIAL PURPOSE ENTITY COVENANTS

Section 7.1 — Separateness Covenants In furtherance of the limited purposes of the Company and in order to preserve the Company's status as a separate legal entity from the Member and any affiliate thereof, the Company shall at all times: (a) Maintain its own separate books and records, financial statements, and bank accounts, each of which shall be separate and apart from those of the Member and any affiliate of the

Section 7.2 — Non-Petition Covenant The Member, and each Person acting on behalf of the Company (including each Authorized Officer), hereby covenants and agrees that it will not, prior to the date that is one (1) year and one (1) day (or, if longer, the applicable preference period then in effect under applicable law) after the date on which all Notes and all other obligations arising under the Transaction Documents

Section 7.3 — Limited Recourse The obligations of the Company under the Transaction Documents and under this Agreement are, and shall at all times be, limited recourse obligations of the Company, payable solely from the assets of the Company. No recourse shall be had for the payment of any amount owing by the Company under the Transaction Documents or under this Agreement, or for the payment of any fee or other oblig

ARTICLE VIII — DISSOLUTION AND WINDING UP

Section 8.1 — Events of Dissolution The Company shall be dissolved only upon the earliest to occur of the following events: (a) The written consent of the Member to dissolve the Company; provided, that such dissolution shall require the prior written consent of the Trustee (acting at the direction of the requisite Noteholders under the Indenture) for so long as any Notes or other obligations under the Transaction Doc

Section 8.2 — Winding Up Upon the dissolution of the Company pursuant to Section 8.1, the Member (or, if the Member is unable or unwilling to act, such other Person as may be designated by the Member or as may be required by law) shall proceed to wind up the affairs of the Company in an orderly manner. In connection with such winding up, the assets of the Company shall be applied and distributed in the following orde

Section 8.3 — Certificate of Cancellation Upon the completion of the winding up of the Company's affairs and the distribution of all of the Company's assets in accordance with Section 8.2, the Member (or such other Person conducting the winding up) shall cause a Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware in accordance with Section 18-203 of the DLLCA. Upon the filing

ARTICLE IX — TRANSFERS OF MEMBERSHIP INTERESTS

Section 9.1 — Restriction on Transfer The Member shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its membership interest in the Company (whether voluntarily, involuntarily, by operation of law, or otherwise) without the prior written consent of the Trustee. Any purported sale, assignment, transfer, pledge, hypothecation, encumbran

Section 9.2 — Admission of Additional Members No additional members shall be admitted to the Company without the prior written consent of both (i) the Member and (ii) the Trustee. Any Person admitted as an additional or substitute member of the Company shall execute a counterpart of this Agreement or a joinder hereto in form and substance reasonably satisfactory to the Member and the Trustee, and shall be bound by al

ARTICLE X — LIMITATION OF LIABILITY; INDEMNIFICATION

Section 10.1 — Limitation of Liability To the fullest extent permitted by the DLLCA, the Member shall not be liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or otherwise, solely by reason of being a member of the Company. No Authorized Officer shall be personally liable for the debts, obligations, or liabilities of the Company, whether arising in contract, tort, or

Section 10.2 — Indemnification The Company shall, to the fullest extent permitted by the DLLCA, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than said law permitted the Company to provide prior to such amendment), indemnify, defend, and hold harmless the Member and any Au

Section 11.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (including the DLLCA), without regard to the conflict-of-law principles thereof that would require the application of the laws of any other jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaw

Section 11.2 — Amendments This Agreement may be amended, restated, supplemented, or otherwise modified only by a written instrument executed by the Member; provided, however, that no amendment, restatement, supplement, or other modification that would (i) adversely affect the rights of the Trustee or the Noteholders under any of the Transaction Documents, (ii) modify, alter, or change the provisions of Article VII (S

Section 11.3 — Entire Agreement This Agreement, together with the Certificate of Formation and the Transaction Documents, constitutes the entire agreement of the Member with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings, representations, and warranties, whether oral or written, with respect thereto.

Section 11.4 — Severability If any provision of this Agreement, or the application of any such provision to any Person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall continue in full f

Section 11.5 — Notices All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given if (i) personally delivered, (ii) sent by nationally recognized overnight courier, (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, or (iv) sent by electronic mail (with c

Section 11.6 — No Third-Party Beneficiaries Except for the Trustee (on behalf of the Noteholders) as expressly provided herein, and except as may be expressly provided in the Transaction Documents, nothing in this Agreement, express or implied, is intended to, or shall, confer upon any Person other than the Member any right, benefit, remedy, or claim under or by reason of this Agreement.

Section 11.7 — Headings The headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed to constitute a part of this Agreement or to affect the meaning, construction, or interpretation of any provision hereof.

Section 11.8 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic mail in portable document format (.pdf) shall be effective as delivery of a manually executed co

Section 11.9 — Waiver No failure by the Member to exercise, and no delay by the Member in exercising, any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. No waiver of any provision of

1. Name. The name of the limited liability company is Driftwood CLO 2023-I, LLC.

2. Registered Office. The address of the registered office of the limited liability company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, New Castle County.

3. Registered Agent. The name and address of the registered agent for service of process on the limited liability company in the State of Delaware is National Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801. A copy of the Certificate of Formation, as filed with and stamped by the Secretary of State of the State of Delaware, is attached to this Exhibit A and incorporated herein by reference. EXH