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LIMITED LIABILITY COMPANY AGREEMENT

DRIFTWOOD CLO 2023-I, LLC

a Delaware Limited Liability Company

Dated as of August 22, 2023

This Limited Liability Company Agreement (this "Agreement") of Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of August 22, 2023, by Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the sole member of the Company (the "Member").

The Company was formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831.

Prepared by: Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022

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RECITALS

WHEREAS, the Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the "DLLCA");

WHEREAS, the registered agent of the Company in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801;

WHEREAS, the Member desires to enter into this Agreement to set forth the terms and conditions governing the business and affairs of the Company in accordance with the DLLCA;

WHEREAS, the Company has been formed for the limited purpose of acting as Co-Issuer of certain notes (as more fully described herein, the "Notes") pursuant to an Indenture dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture dated as of September 8, 2023, and as may be further supplemented, restated, or amended from time to time, the "Indenture"), among Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), the Company (as Co-Issuer), and Ironclad Trust Company, N.A., a national banking association (the "Trustee");

WHEREAS, the Company will also enter into a Co-Issuance Agreement dated as of August 22, 2023 (the "Co-Issuance Agreement") with the Issuer;

WHEREAS, the Notes being co-issued consist of $400,000,000 aggregate principal amount of secured notes and subordinated notes in connection with the Driftwood CLO 2023-I transaction, as more fully described in the Indenture; and

WHEREAS, the Member desires to set forth herein the rights, powers, duties, obligations, and liabilities of the Member with respect to the Company.

NOW, THEREFORE, the Member hereby agrees as follows:

ARTICLE I — DEFINITIONS

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 Company in accordance with Section 5.2 of this Agreement.

"Certificate of Cancellation" means the Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware upon the completion of the winding up of the Company's affairs in accordance with Article VIII of this Agreement.

"Certificate of Formation" means the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, as the same may be amended, restated, or otherwise modified from time to time in accordance with the DLLCA.

"Co-Issuance Agreement" means the Co-Issuance Agreement dated as of August 22, 2023, between Driftwood CLO 2023-I, Ltd. and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Company" means Driftwood CLO 2023-I, LLC, a Delaware limited liability company.

"DLLCA" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time.

"Indenture" means the Indenture dated as of August 22, 2023, among Driftwood CLO 2023-I, Ltd. (as Issuer), the Company (as Co-Issuer), and Ironclad Trust Company, N.A. (as Trustee), as supplemented by the First Supplemental Indenture dated as of September 8, 2023, and as may be further supplemented, restated, or amended from time to time in accordance with the terms thereof.

"Issuer" means Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Registration No. EX-382916).

"Member" means Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Registration No. EX-382916), as the sole member of the Company, or any successor thereto admitted as a member of the Company in accordance with the terms of this Agreement.

"Noteholders" means, collectively, the registered holders from time to time of the Notes.

"Notes" means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Subordinated Notes, in each case issued under and as defined in the Indenture.

"Note Purchase Agreement" means the Note Purchase Agreement dated as of September 8, 2023, among the Issuer, the Company, and the initial purchasers party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Person" means any natural person, corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, governmental authority, or any other entity, whether acting in an individual, fiduciary, or other capacity.

"Registered Agent" means National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, or any successor registered agent of the Company in the State of Delaware.

"Registered Office" means the registered office of the Company in the State of Delaware, located at 1209 Orange Street, Wilmington, Delaware 19801, or such other registered office as may be designated by the Member from time to time in accordance with the DLLCA.

"Transaction Documents" means, collectively, the Indenture, the Co-Issuance Agreement, the Note Purchase Agreement, and all other agreements, instruments, certificates, and documents to which the Company is a party or by which it is bound, in each case entered into in connection with the issuance of the Notes or the transactions contemplated thereby.

"Trustee" means Ironclad Trust Company, N.A., a national banking association, in its capacity as trustee under the Indenture, with its principal corporate trust office located at 100 Wall Street, Suite 1650, New York, New York 10005, or any successor trustee appointed in accordance with the terms of the Indenture.

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 words in one gender shall be deemed to include the other genders.

(d) The words "hereof," "herein," "hereunder," "hereby," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) References to any Section, Article, or Exhibit are to the Sections, Articles, and Exhibits of and to this Agreement unless otherwise specified.

(f) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."

(g) References to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, unless the context otherwise requires.

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 extent that any provision of this Agreement is inconsistent with any mandatory provision of the DLLCA, the applicable provision of the DLLCA shall control. To the extent that any provision of this Agreement is inconsistent with any non-mandatory provision of the DLLCA, this Agreement shall control.

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 Secretary of State of the State of Delaware.

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 or statement with the Secretary of State of the State of Delaware in accordance with the DLLCA.

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 conduct of the Company's business.

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 with the DLLCA.

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 Class C Notes, (v) $16,000,000 aggregate principal amount of Class D Notes, and (vi) $36,000,000 aggregate principal amount of Subordinated Notes, for an aggregate total principal amount of $400,000,000;

(b) Entering into, performing its obligations under, and exercising its rights under, the Indenture, the Co-Issuance Agreement, the Note Purchase Agreement, and all other Transaction Documents to which the Company is or may become a party;

(c) Engaging in any lawful act or activity that is incidental to, or necessary or advisable for the accomplishment of, the foregoing purposes; and

(d) Doing all things necessary, proper, advisable, or convenient in furtherance of the foregoing.

The Company shall not engage in any business or activity other than as set forth in this Section 3.1.

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 actions contemplated thereby.

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 Transaction Documents;

(d) Acquire any assets, real or personal, tangible or intangible, other than as expressly contemplated by the Transaction Documents;

(e) Form, acquire, or hold any interest in any subsidiary or other entity;

(f) Amend, alter, change, or repeal this Agreement or the Certificate of Formation, except as expressly permitted herein;

(g) Dissolve, liquidate, wind up, or terminate, in whole or in part, except as expressly provided in Article VIII of this Agreement;

(h) Institute, or consent to the institution of, or join in the institution of, any insolvency, bankruptcy, reorganization, arrangement, receivership, or similar proceeding under the laws of the United States or any state thereof, or under the laws of any other jurisdiction, with respect to the Company; or

(i) Take any action that is inconsistent with the treatment of the Company 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.

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 any reason the Member ceases to be a member of the Company, and no other Person has been previously admitted as a member of the Company, the Company shall be dissolved in accordance with the provisions of Article VIII of this Agreement, unless a successor member is admitted to the Company within ninety (90) consecutive calendar days following the date on which the Member ceases to be a member.

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 at or prior to the date hereof. The Member shall not be obligated to make any additional capital contributions to the Company at any time.

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 Member on account of any capital contributions.

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 Delaware, and the Company is authorized to issue certificated or uncertificated interests as the Member may direct.

ARTICLE V — MANAGEMENT

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 management of the Company's business. The Member may act through one or more Authorized Officers designated by the Member in accordance with Section 5.2 of this Agreement. No Person other than the Member (or an Authorized Officer acting at the direction or with the authorization of the Member) shall have any authority to manage or direct the management of the business and affairs of the Company.

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 and any other agreement, instrument, certificate, document, or filing as may be necessary, advisable, or convenient in connection with the Company's limited purposes as set forth in Section 3.1 of this Agreement. The initial Authorized Officers of the Company shall be those Persons designated by the Member in writing and listed on Exhibit B attached hereto. The Member may add, remove, or replace any Authorized Officer at any time by written notice, without the necessity of amending this Agreement.

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 foregoing, reference is hereby made to the written consent of the sole member of the Company dated August 20, 2023, pursuant to which the Member authorized and approved the execution and delivery of the Indenture, the Co-Issuance Agreement, and the other Transaction Documents and the issuance of the Notes thereunder. Such written consent is hereby ratified and confirmed in all respects.

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 agreement executed by the Member or any Authorized Officer on behalf of the Company shall be conclusive evidence of the authority of such Person to act on behalf of the Company and shall bind the Company.

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 Company to establish or maintain any governing body other than the Member.

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 Member shall not make, and shall not cause or permit the Company to make, any election under Treasury Regulations Section 301.7701-3 to be classified as an association taxable as a corporation for U.S. federal income tax purposes. All items of income, gain, loss, deduction, and credit of the Company shall be reported on the U.S. federal income tax return of the Member (to the extent the Member is required to file such a return) or shall otherwise be attributed to the Member in accordance with applicable tax law. This treatment is consistent with the tax opinion of Calderwood & Harkness LLP (delivered by Sylvia Hartwell, Specialist Partner, Tax) to be delivered at or prior to the closing of the issuance of the Notes.

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 paid by the Company, including any annual franchise taxes or similar fees imposed by the State of Delaware.

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 effect.

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 Notes) are intended to be characterized as debt for U.S. federal income tax purposes, and the Subordinated Notes are intended to be characterized as equity interests for U.S. federal income tax purposes, in each case in accordance with the Indenture and the tax opinions delivered in connection therewith. No action shall be taken by the Company, the Member, or any Authorized Officer that is inconsistent with the foregoing tax treatment.

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 Member or the Company;

(b) Not commingle its funds or other assets with the funds or other assets of any other Person or entity, including the Member and any affiliate thereof;

(c) Conduct its business in its own name, hold itself out to the public as a legal entity separate and distinct from the Member and any other Person, and correct any known misunderstanding regarding its separate identity;

(d) Maintain adequate capitalization in light of its contemplated business purpose, the transactions contemplated by the Transaction Documents, and the liabilities reasonably expected to be incurred by the Company in connection therewith;

(e) Pay its own liabilities, obligations, and expenses from its own funds and assets, and not pay or assume any liabilities, obligations, or expenses of any other Person (except as expressly provided in the Transaction Documents);

(f) Observe all limited liability company formalities required by the DLLCA, including the maintenance of current and accurate organizational records;

(g) Not guarantee or become obligated for the debts or obligations of any other Person or entity, and not hold its credit or assets as available to satisfy the obligations of any other Person (except as expressly provided in the Transaction Documents);

(h) Not pledge, hypothecate, or otherwise encumber its assets for the benefit of any other Person or entity (except as expressly provided in the Transaction Documents);

(i) File its own tax returns, as and when required by applicable law, maintain its own employer identification number issued by the Internal Revenue Service, and allocate fairly and reasonably any shared expenses among itself and any affiliates with which expenses are shared;

(j) Maintain arm's-length relationships with the Member and all affiliates of the Member and the Company, and ensure that all transactions between the Company and the Member or any such affiliate are conducted on terms that are fair and reasonable and consistent with those that would be obtainable in a comparable arm's-length transaction with an unrelated third party; and

(k) Not hold itself out as having agreed to pay, or as being liable for, the debts or obligations of any other Person or entity, including the Member and any affiliate thereof.

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 have been indefeasibly paid in full in cash, institute against, or join any other Person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or insolvency law, or any similar law of any other jurisdiction. The foregoing covenant shall survive the termination of this Agreement and the dissolution of the Company. Nothing in this Section 7.2 shall preclude, or be deemed to estop, the Member or any Authorized Officer from taking any action required by any order of a court of competent jurisdiction.

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 obligation or any claim based thereon or otherwise in respect thereof, against the Member or any Authorized Officer in their respective individual capacities, and neither the Member nor any Authorized Officer shall have any personal liability for any such obligation. The provisions of this Section 7.3 shall survive the termination of this Agreement and the dissolution of the Company.

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 Documents remain outstanding;

(b) The entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the DLLCA;

(c) The payment in full in cash of all Notes and all other obligations arising under the Transaction Documents and the termination of the Indenture in accordance with its terms; or

(d) The failure of the Company to have at least one (1) member, unless a new member is admitted to the Company within ninety (90) consecutive calendar days following the occurrence of such event, in accordance with Section 9.2 of this Agreement.

Except as set forth in this Section 8.1, the Company shall not be dissolved, and the Member shall not take any action to cause the dissolution of the Company.

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 order of priority:

First, to the payment of the debts, liabilities, and obligations of the Company (including any amounts owing to the Trustee on behalf of the Noteholders to the extent provided in the Indenture and the other Transaction Documents), in the order of priority established by applicable law and by the Transaction Documents;

Second, to the establishment of any reserves that the Member (or such other Person conducting the winding up) may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

Third, after all debts, liabilities, and obligations of the Company have been paid or adequately provided for, the remaining assets, if any, shall be distributed to the Member.

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 of such Certificate of Cancellation, the existence of the Company shall cease.

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, encumbrance, or other disposition of the Member's membership interest in the Company in violation of this Section 9.1 shall be null and void and of no force or effect, and shall not be recognized by the Company for any purpose.

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 all of the terms and conditions of this Agreement.

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 otherwise, solely by reason of acting as an Authorized Officer of the Company. The Company shall be solely responsible for the satisfaction of its debts, obligations, and liabilities, and the assets of the Company shall be the sole source of payment therefor. Nothing in this Section 10.1 shall be construed to limit the obligations of the Member under this Agreement or the Transaction Documents to the extent set forth herein or therein.

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 Authorized Officer (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or in connection with the business, operations, or affairs of the Company or the performance by such Indemnified Person of its duties hereunder or under the Transaction Documents; provided, however, that no indemnification shall be provided to any Indemnified Person to the extent that any such loss, liability, damage, cost, or expense resulted from the willful misconduct, bad faith, or fraud of such Indemnified Person. Any indemnification under this Section 10.2 shall be payable solely from the assets of the Company and shall be subject in all respects to the limited recourse provisions set forth in Section 7.3 of this Agreement.

ARTICLE XI — MISCELLANEOUS

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 Delaware and the United States District Court for the District of Delaware in connection with any dispute arising out of or relating to this Agreement.

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 (Separateness; Special Purpose Entity Covenants), Section 6.1 (Tax Classification), Section 8.1 (Events of Dissolution), or this Section 11.2, or (iii) modify, alter, or change the limited purpose of the Company as set forth in Section 3.1, shall be effective without the prior written consent of the Trustee (acting at the direction of the requisite Noteholders as provided in the Indenture).

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 force and effect. In the event of any such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

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 confirmation of receipt), in each case addressed as follows:

If to the Company:

Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801

with a copy (which shall not constitute notice) to:

Driftwood CLO 2023-I, LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131

If to the Member:

Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands

with a copy (which shall not constitute notice) to:

Driftwood CLO 2023-I, Ltd. c/o Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131

If to the Trustee:

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

Attention: Catherine Nowak, Vice President, Corporate Trust

Any party may change its address for purposes of this Section 11.5 by giving written notice of such change to the other parties in accordance with this Section 11.5.

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 counterpart hereof.

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 this Agreement shall be effective unless such waiver is in writing and is executed by the Member. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given and shall not constitute a continuing waiver or a waiver with respect to any other or subsequent event or circumstance.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.

DRIFTWOOD CLO 2023-I, LTD., as Sole Member

By: ________

Name: ________

Title: Director

Date: August 22, 2023

EXHIBIT A

CERTIFICATE OF FORMATION

The Certificate of Formation of Driftwood CLO 2023-I, LLC was filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

The Certificate of Formation sets forth the following information:

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.

LIMITED LIABILITY COMPANY AGREEMENT
OF
DRIFTWOOD CLO 2023-I, LLC
a Delaware Limited Liability Company
Dated as of August 22, 2023
This Limited Liability Company Agreement (this "Agreement") of Driftwood CLO 2023-I, LLC, a Delaware limited liability company (the "Company"), is entered into and effective as of August 22, 2023, by Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, as the sole member of the Company (the "Member").
The Company was formed pursuant to a Certificate of Formation filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831.
Prepared by: Calderwood & Harkness LLP 450 Park Avenue New York, NY 10022
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RECITALS
WHEREAS, the Company was formed as a Delaware limited liability company by the filing of a Certificate of Formation (the "Certificate of Formation") with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time (the "DLLCA");
WHEREAS, the registered agent of the Company in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801;
WHEREAS, the Member desires to enter into this Agreement to set forth the terms and conditions governing the business and affairs of the Company in accordance with the DLLCA;
WHEREAS, the Company has been formed for the limited purpose of acting as Co-Issuer of certain notes (as more fully described herein, the "Notes") pursuant to an Indenture dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture dated as of September 8, 2023, and as may be further supplemented, restated, or amended from time to time, the "Indenture"), among Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), the Company (as Co-Issuer), and Ironclad Trust Company, N.A., a national banking association (the "Trustee");
WHEREAS, the Company will also enter into a Co-Issuance Agreement dated as of August 22, 2023 (the "Co-Issuance Agreement") with the Issuer;
WHEREAS, the Notes being co-issued consist of $400,000,000 aggregate principal amount of secured notes and subordinated notes in connection with the Driftwood CLO 2023-I transaction, as more fully described in the Indenture; and
WHEREAS, the Member desires to set forth herein the rights, powers, duties, obligations, and liabilities of the Member with respect to the Company.
NOW, THEREFORE, the Member hereby agrees as follows:
ARTICLE I — DEFINITIONS
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 Company in accordance with Section 5.2 of this Agreement.
"Certificate of Cancellation" means the Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware upon the completion of the winding up of the Company's affairs in accordance with Article VIII of this Agreement.
"Certificate of Formation" means the Certificate of Formation of the Company as filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, as the same may be amended, restated, or otherwise modified from time to time in accordance with the DLLCA.
"Co-Issuance Agreement" means the Co-Issuance Agreement dated as of August 22, 2023, between Driftwood CLO 2023-I, Ltd. and the Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Company" means Driftwood CLO 2023-I, LLC, a Delaware limited liability company.
"DLLCA" means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., as amended from time to time.
"Indenture" means the Indenture dated as of August 22, 2023, among Driftwood CLO 2023-I, Ltd. (as Issuer), the Company (as Co-Issuer), and Ironclad Trust Company, N.A. (as Trustee), as supplemented by the First Supplemental Indenture dated as of September 8, 2023, and as may be further supplemented, restated, or amended from time to time in accordance with the terms thereof.
"Issuer" means Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Registration No. EX-382916).
"Member" means Driftwood CLO 2023-I, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (Cayman Registration No. EX-382916), as the sole member of the Company, or any successor thereto admitted as a member of the Company in accordance with the terms of this Agreement.
"Noteholders" means, collectively, the registered holders from time to time of the Notes.
"Notes" means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class B Notes, the Class C Notes, the Class D Notes, and the Subordinated Notes, in each case issued under and as defined in the Indenture.
"Note Purchase Agreement" means the Note Purchase Agreement dated as of September 8, 2023, among the Issuer, the Company, and the initial purchasers party thereto, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Person" means any natural person, corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association, governmental authority, or any other entity, whether acting in an individual, fiduciary, or other capacity.
"Registered Agent" means National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, or any successor registered agent of the Company in the State of Delaware.
"Registered Office" means the registered office of the Company in the State of Delaware, located at 1209 Orange Street, Wilmington, Delaware 19801, or such other registered office as may be designated by the Member from time to time in accordance with the DLLCA.
"Transaction Documents" means, collectively, the Indenture, the Co-Issuance Agreement, the Note Purchase Agreement, and all other agreements, instruments, certificates, and documents to which the Company is a party or by which it is bound, in each case entered into in connection with the issuance of the Notes or the transactions contemplated thereby.
"Trustee" means Ironclad Trust Company, N.A., a national banking association, in its capacity as trustee under the Indenture, with its principal corporate trust office located at 100 Wall Street, Suite 1650, New York, New York 10005, or any successor trustee appointed in accordance with the terms of the Indenture.
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 words in one gender shall be deemed to include the other genders.
(d) The words "hereof," "herein," "hereunder," "hereby," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.
(e) References to any Section, Article, or Exhibit are to the Sections, Articles, and Exhibits of and to this Agreement unless otherwise specified.
(f) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(g) References to any agreement, document, or instrument shall mean such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, unless the context otherwise requires.
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 extent that any provision of this Agreement is inconsistent with any mandatory provision of the DLLCA, the applicable provision of the DLLCA shall control. To the extent that any provision of this Agreement is inconsistent with any non-mandatory provision of the DLLCA, this Agreement shall control.
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 Secretary of State of the State of Delaware.
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 or statement with the Secretary of State of the State of Delaware in accordance with the DLLCA.
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 conduct of the Company's business.
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 with the DLLCA.
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 Class C Notes, (v) $16,000,000 aggregate principal amount of Class D Notes, and (vi) $36,000,000 aggregate principal amount of Subordinated Notes, for an aggregate total principal amount of $400,000,000;
(b) Entering into, performing its obligations under, and exercising its rights under, the Indenture, the Co-Issuance Agreement, the Note Purchase Agreement, and all other Transaction Documents to which the Company is or may become a party;
(c) Engaging in any lawful act or activity that is incidental to, or necessary or advisable for the accomplishment of, the foregoing purposes; and
(d) Doing all things necessary, proper, advisable, or convenient in furtherance of the foregoing.
The Company shall not engage in any business or activity other than as set forth in this Section 3.1.
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 actions contemplated thereby.
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 Transaction Documents;
(c) Merge or consolidate with, or convert into, any other Person or entity, whether domestic or foreign;
(d) Acquire any assets, real or personal, tangible or intangible, other than as expressly contemplated by the Transaction Documents;
(e) Form, acquire, or hold any interest in any subsidiary or other entity;
(f) Amend, alter, change, or repeal this Agreement or the Certificate of Formation, except as expressly permitted herein;
(g) Dissolve, liquidate, wind up, or terminate, in whole or in part, except as expressly provided in Article VIII of this Agreement;
(h) Institute, or consent to the institution of, or join in the institution of, any insolvency, bankruptcy, reorganization, arrangement, receivership, or similar proceeding under the laws of the United States or any state thereof, or under the laws of any other jurisdiction, with respect to the Company; or
(i) Take any action that is inconsistent with the treatment of the Company 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.
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 any reason the Member ceases to be a member of the Company, and no other Person has been previously admitted as a member of the Company, the Company shall be dissolved in accordance with the provisions of Article VIII of this Agreement, unless a successor member is admitted to the Company within ninety (90) consecutive calendar days following the date on which the Member ceases to be a member.
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 at or prior to the date hereof. The Member shall not be obligated to make any additional capital contributions to the Company at any time.
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 Member on account of any capital contributions.
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 Delaware, and the Company is authorized to issue certificated or uncertificated interests as the Member may direct.
ARTICLE V — MANAGEMENT
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 management of the Company's business. The Member may act through one or more Authorized Officers designated by the Member in accordance with Section 5.2 of this Agreement. No Person other than the Member (or an Authorized Officer acting at the direction or with the authorization of the Member) shall have any authority to manage or direct the management of the business and affairs of the Company.
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 and any other agreement, instrument, certificate, document, or filing as may be necessary, advisable, or convenient in connection with the Company's limited purposes as set forth in Section 3.1 of this Agreement. The initial Authorized Officers of the Company shall be those Persons designated by the Member in writing and listed on Exhibit B attached hereto. The Member may add, remove, or replace any Authorized Officer at any time by written notice, without the necessity of amending this Agreement.
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 foregoing, reference is hereby made to the written consent of the sole member of the Company dated August 20, 2023, pursuant to which the Member authorized and approved the execution and delivery of the Indenture, the Co-Issuance Agreement, and the other Transaction Documents and the issuance of the Notes thereunder. Such written consent is hereby ratified and confirmed in all respects.
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 agreement executed by the Member or any Authorized Officer on behalf of the Company shall be conclusive evidence of the authority of such Person to act on behalf of the Company and shall bind the Company.
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 Company to establish or maintain any governing body other than the Member.
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 Member shall not make, and shall not cause or permit the Company to make, any election under Treasury Regulations Section 301.7701-3 to be classified as an association taxable as a corporation for U.S. federal income tax purposes. All items of income, gain, loss, deduction, and credit of the Company shall be reported on the U.S. federal income tax return of the Member (to the extent the Member is required to file such a return) or shall otherwise be attributed to the Member in accordance with applicable tax law. This treatment is consistent with the tax opinion of Calderwood & Harkness LLP (delivered by Sylvia Hartwell, Specialist Partner, Tax) to be delivered at or prior to the closing of the issuance of the Notes.
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 paid by the Company, including any annual franchise taxes or similar fees imposed by the State of Delaware.
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 effect.
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 Notes) are intended to be characterized as debt for U.S. federal income tax purposes, and the Subordinated Notes are intended to be characterized as equity interests for U.S. federal income tax purposes, in each case in accordance with the Indenture and the tax opinions delivered in connection therewith. No action shall be taken by the Company, the Member, or any Authorized Officer that is inconsistent with the foregoing tax treatment.
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 Member or the Company;
(b) Not commingle its funds or other assets with the funds or other assets of any other Person or entity, including the Member and any affiliate thereof;
(c) Conduct its business in its own name, hold itself out to the public as a legal entity separate and distinct from the Member and any other Person, and correct any known misunderstanding regarding its separate identity;
(d) Maintain adequate capitalization in light of its contemplated business purpose, the transactions contemplated by the Transaction Documents, and the liabilities reasonably expected to be incurred by the Company in connection therewith;
(e) Pay its own liabilities, obligations, and expenses from its own funds and assets, and not pay or assume any liabilities, obligations, or expenses of any other Person (except as expressly provided in the Transaction Documents);
(f) Observe all limited liability company formalities required by the DLLCA, including the maintenance of current and accurate organizational records;
(g) Not guarantee or become obligated for the debts or obligations of any other Person or entity, and not hold its credit or assets as available to satisfy the obligations of any other Person (except as expressly provided in the Transaction Documents);
(h) Not pledge, hypothecate, or otherwise encumber its assets for the benefit of any other Person or entity (except as expressly provided in the Transaction Documents);
(i) File its own tax returns, as and when required by applicable law, maintain its own employer identification number issued by the Internal Revenue Service, and allocate fairly and reasonably any shared expenses among itself and any affiliates with which expenses are shared;
(j) Maintain arm's-length relationships with the Member and all affiliates of the Member and the Company, and ensure that all transactions between the Company and the Member or any such affiliate are conducted on terms that are fair and reasonable and consistent with those that would be obtainable in a comparable arm's-length transaction with an unrelated third party; and
(k) Not hold itself out as having agreed to pay, or as being liable for, the debts or obligations of any other Person or entity, including the Member and any affiliate thereof.
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 have been indefeasibly paid in full in cash, institute against, or join any other Person in instituting against, the Company any bankruptcy, reorganization, arrangement, insolvency, moratorium, or liquidation proceeding, or any other proceeding under any federal or state bankruptcy or insolvency law, or any similar law of any other jurisdiction. The foregoing covenant shall survive the termination of this Agreement and the dissolution of the Company. Nothing in this Section 7.2 shall preclude, or be deemed to estop, the Member or any Authorized Officer from taking any action required by any order of a court of competent jurisdiction.
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 obligation or any claim based thereon or otherwise in respect thereof, against the Member or any Authorized Officer in their respective individual capacities, and neither the Member nor any Authorized Officer shall have any personal liability for any such obligation. The provisions of this Section 7.3 shall survive the termination of this Agreement and the dissolution of the Company.
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 Documents remain outstanding;
(b) The entry of a decree of judicial dissolution of the Company pursuant to Section 18-802 of the DLLCA;
(c) The payment in full in cash of all Notes and all other obligations arising under the Transaction Documents and the termination of the Indenture in accordance with its terms; or
(d) The failure of the Company to have at least one (1) member, unless a new member is admitted to the Company within ninety (90) consecutive calendar days following the occurrence of such event, in accordance with Section 9.2 of this Agreement.
Except as set forth in this Section 8.1, the Company shall not be dissolved, and the Member shall not take any action to cause the dissolution of the Company.
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 order of priority:
First, to the payment of the debts, liabilities, and obligations of the Company (including any amounts owing to the Trustee on behalf of the Noteholders to the extent provided in the Indenture and the other Transaction Documents), in the order of priority established by applicable law and by the Transaction Documents;
Second, to the establishment of any reserves that the Member (or such other Person conducting the winding up) may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;
Third, after all debts, liabilities, and obligations of the Company have been paid or adequately provided for, the remaining assets, if any, shall be distributed to the Member.
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 of such Certificate of Cancellation, the existence of the Company shall cease.
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, encumbrance, or other disposition of the Member's membership interest in the Company in violation of this Section 9.1 shall be null and void and of no force or effect, and shall not be recognized by the Company for any purpose.
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 all of the terms and conditions of this Agreement.
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 otherwise, solely by reason of acting as an Authorized Officer of the Company. The Company shall be solely responsible for the satisfaction of its debts, obligations, and liabilities, and the assets of the Company shall be the sole source of payment therefor. Nothing in this Section 10.1 shall be construed to limit the obligations of the Member under this Agreement or the Transaction Documents to the extent set forth herein or therein.
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 Authorized Officer (each, an "Indemnified Person") from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees and expenses and costs of investigation) arising out of or in connection with the business, operations, or affairs of the Company or the performance by such Indemnified Person of its duties hereunder or under the Transaction Documents; provided, however, that no indemnification shall be provided to any Indemnified Person to the extent that any such loss, liability, damage, cost, or expense resulted from the willful misconduct, bad faith, or fraud of such Indemnified Person. Any indemnification under this Section 10.2 shall be payable solely from the assets of the Company and shall be subject in all respects to the limited recourse provisions set forth in Section 7.3 of this Agreement.
ARTICLE XI — MISCELLANEOUS
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 Delaware and the United States District Court for the District of Delaware in connection with any dispute arising out of or relating to this Agreement.
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 (Separateness; Special Purpose Entity Covenants), Section 6.1 (Tax Classification), Section 8.1 (Events of Dissolution), or this Section 11.2, or (iii) modify, alter, or change the limited purpose of the Company as set forth in Section 3.1, shall be effective without the prior written consent of the Trustee (acting at the direction of the requisite Noteholders as provided in the Indenture).
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 force and effect. In the event of any such determination of invalidity, illegality, or unenforceability, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
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 confirmation of receipt), in each case addressed as follows:
If to the Company:
Driftwood CLO 2023-I, LLC c/o National Registered Agents Inc. 1209 Orange Street Wilmington, Delaware 19801
with a copy (which shall not constitute notice) to:
Driftwood CLO 2023-I, LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131
If to the Member:
Driftwood CLO 2023-I, Ltd. PO Box 4927, Windward House, 3rd Floor George Town, Grand Cayman KY1-1306 Cayman Islands
with a copy (which shall not constitute notice) to:
Driftwood CLO 2023-I, Ltd. c/o Driftwood Credit Management LLC 200 Brickell Avenue, Suite 3100 Miami, Florida 33131
If to the Trustee:
Ironclad Trust Company, N.A. 100 Wall Street, Suite 1650 New York, New York 10005
Attention: Catherine Nowak, Vice President, Corporate Trust
Any party may change its address for purposes of this Section 11.5 by giving written notice of such change to the other parties in accordance with this Section 11.5.
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 counterpart hereof.
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 this Agreement shall be effective unless such waiver is in writing and is executed by the Member. Any such waiver shall be effective only in the specific instance and for the specific purpose for which it was given and shall not constitute a continuing waiver or a waiver with respect to any other or subsequent event or circumstance.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the undersigned has executed this Limited Liability Company Agreement as of the date first written above.
DRIFTWOOD CLO 2023-I, LTD., as Sole Member
By: ________
Name: ________
Title: Director
Date: August 22, 2023
EXHIBIT A
CERTIFICATE OF FORMATION
The Certificate of Formation of Driftwood CLO 2023-I, LLC was filed with the Secretary of State of the State of Delaware on August 14, 2023, under Delaware File No. 7429831, pursuant to Section 18-201 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.
The Certificate of Formation sets forth the following information:
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.
EXHIBIT B
INITIAL AUTHORIZED OFFICERS
Pursuant to Section 5.2 of the Limited Liability Company Agreement of Driftwood CLO 2023-I, LLC, dated as of August 22, 2023, the following Persons have been designated by the Member as the initial Authorized Officers of the Company, effective as of August 22, 2023:
The Member may, from time to time, add, remove, or replace any Authorized Officer by written notice delivered to the Company, without the necessity of amending the Limited Liability Company Agreement.
DRIFTWOOD CLO 2023-I, LTD., as Sole Member
By: ________
Name: ________
Title: Director
Date: August 22, 2023
Name | Title
As designated by the directors of Driftwood CLO 2023-I, Ltd. | As designated by the directors of Driftwood CLO 2023-I, Ltd.

LIMITED LIABILITY COMPANY AGREEMENT

DRIFTWOOD CLO 2023-I, LLC

RECITALS

EXHIBIT A

CERTIFICATE OF FORMATION

Record

Parties

Dates

Amounts