Contract analysis

1. NAME 1.1 The name of the Company is Driftwood CLO 2023-I, Ltd. (hereinafter referred to as the "Company"). 1.2 The Company is an exempted company incorporated with limited liability under the provisions of the Companies Act (as revised) of the Cayman Islands (the "Act"). The Company is registered with the Registrar of Companies of the Cayman Islands under Registration Number EX-382916. 1.3 The Company is formed an

2. REGISTERED OFFICE 2.1 The registered office of the Company shall be situate at PO Box 4927, Windward House, 3rd Floor, George Town, Grand Cayman KY1-1306, Cayman Islands, or at such other place in the Cayman Islands as the Directors may from time to time determine in accordance with the Act. 2.2 The Company shall maintain a registered office in the Cayman Islands at all times as required by the Act. Notice of any

3. OBJECTS 3.1 The objects for which the Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by the Act or any other law of the Cayman Islands. 3.2 Without limiting the generality of the foregoing, the Company is established for the following principal purposes: (a) To act as issuer and co-issuer of secured and subordinated notes (the "No

4. POWERS 4.1 Subject to the Act and any other applicable Cayman Islands law, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as though the Company were a natural person. 4.2 Without prejudice to the generality of the foregoing, and subject to the Act and these presents, the Company shall have the power to: (

5. LIMITED LIABILITY 5.1 The liability of each member of the Company is limited to the amount, if any, unpaid on such member's shares in the Company. 5.2 No member shall be liable, solely by reason of being a member, for any debt, obligation, or liability of the Company, whether arising in contract, tort, or otherwise, beyond the amount described in Clause 5.1 above.

6. AUTHORIZED SHARE CAPITAL 6.1 The authorized share capital of the Company is US$50,000 (fifty thousand United States dollars) divided into 50,000 ordinary shares of a par value of US$1.00 each (the "Shares"). 6.2 The Company may issue shares with or without a par value of any amount, subject to the provisions of the Act and these presents. Shares may be issued for such consideration, in such form, and on such terms

7. AMENDMENT OF MEMORANDUM AND ARTICLES 7.1 The Company may, by Special Resolution (as defined in the Articles of Association), alter or amend this Memorandum of Association or the Articles of Association, subject to any restrictions imposed by the Indenture, the Note Purchase Agreement, or any other Transaction Document. 7.2 No amendment or alteration to this Memorandum or the Articles of Association shall be effect

8. DEFINITIONS AND INTERPRETATION 8.1 Unless otherwise defined herein, capitalized terms used in this Memorandum shall have the meanings ascribed to them in the Articles of Association of the Company. 8.2 Words and expressions defined in the Act shall, unless the context otherwise requires, bear the same meanings in this Memorandum. 8.3 In this Memorandum, unless the context otherwise requires: (a) words importing th

ARTICLE 1 — INTERPRETATION AND DEFINITIONS 1.1 Definitions. In these Articles, unless the context otherwise requires, the following terms shall have the meanings set forth below: "Act" means the Companies Act (as revised) of the Cayman Islands, as the same may be amended, supplemented, or replaced from time to time. "Articles" means these Articles of Association of the Company, as amended from time to time in accorda

ARTICLE 2 — SHARES 2.1 Issuance and Allotment of Shares 2.1.1 Subject to the provisions of the Act, the Memorandum, and these Articles, the Directors may issue, allot, and dispose of Shares at such times, to such persons, in such manner, for such consideration, and on such terms and conditions as they think proper. 2.1.2 All Shares shall be issued fully paid. No partly paid Shares shall be allotted or issued. 2.1.3 N

ARTICLE 3 — GENERAL MEETINGS 3.1 Annual General Meeting 3.1.1 The Company may, but shall not be required to, hold an annual general meeting in each calendar year. The Directors shall determine whether an annual general meeting is to be held, and if so, the time and place of such meeting. The Company expressly avails itself of the exemption from the requirement to hold annual general meetings available to exempted com

ARTICLE 4 — DIRECTORS 4.1 Number and Appointment of Directors 4.1.1 The Company shall have no fewer than one (1) and no more than five (5) Directors at any time. 4.1.2 The first Directors of the Company shall be appointed by the subscriber to the Memorandum of Association. 4.1.3 Subsequent Directors may be appointed by Ordinary Resolution of the Members in general meeting, or by the remaining Directors to fill a casu

ARTICLE 5 — POWERS AND DUTIES OF DIRECTORS 5.1 General Powers 5.1.1 The business and affairs of the Company shall be managed by and under the direction of the Board, which may exercise all powers of the Company that are not by the Act, the Memorandum, or these Articles required to be exercised by the Members in general meeting. 5.1.2 No resolution of the Members shall invalidate any prior act of the Board that would

ARTICLE 6 — PROCEEDINGS OF DIRECTORS 6.1 Board Meetings 6.1.1 The Directors may meet together for the dispatch of business, adjourn, and otherwise regulate their meetings as they see fit. Board meetings may be held at such times and in such places (including outside the Cayman Islands) as the Directors may from time to time determine. 6.1.2 A Director may participate in a meeting of the Board by means of telephone, v

ARTICLE 7 — OFFICERS 7.1 Appointment. 7.1.1 The Directors may from time to time appoint such officers of the Company as they consider necessary for the administration and management of the Company, including without limitation a president, one or more vice presidents, a secretary, an assistant secretary, a treasurer, and an assistant treasurer. 7.1.2 Officers shall hold office at the pleasure of the Board and may be

ARTICLE 8 — SEAL 8.1 Common Seal 8.1.1 The Company may, but need not, have a common seal. If the Directors determine to adopt a common seal, it shall be in such form and bearing such inscription as the Directors may determine. 8.1.2 If adopted, the common seal shall not be affixed to any document except with the authority of the Directors or a committee of the Directors authorized for such purpose, and in the presenc

ARTICLE 9 — DIVIDENDS AND DISTRIBUTIONS 9.1 Dividends. 9.1.1 Subject to the provisions of the Act, the Indenture, and these Articles, dividends may be declared and paid by the Company only out of profits or share premium available for distribution. 9.1.2 Dividends and distributions on the Shares shall be declared and paid only to the extent permitted by the Indenture and in compliance with the priority of payments wa

ARTICLE 10 — ACCOUNTS AND AUDIT 10.1 Books and Records 10.1.1 The Directors shall cause proper books of account to be kept with respect to all receipts and expenditures of the Company, the assets and liabilities of the Company, and all other matters required by the Act to be recorded. 10.1.2 The books of account shall be kept at the registered office of the Company or at such other place or places as the Directors sh

ARTICLE 11 — NOTICES 11.1 Method of Giving Notice 11.1.1 Any notice required or permitted to be given by the Company to any Member, Director, officer, or other person may be given in writing and delivered: (a) personally, in which case it shall be deemed to have been given at the time of delivery; (b) by mail (including airmail) to the address of such person as shown in the records of the Company, in which case it sh