Contract analysis

Section 1: Engagement and Scope of Services 1.1 Purpose. Brindoval Analytical Services Inc. ("Brindoval" or "CAS"), a nationally recognized statistical rating organization ("NRSRO") registered with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 15E of the Securities Exchange Act of 1934, as amended, is engaged by Driftwood CLO 2023-I, Ltd. (the "Issuer"), an exempted company with

Section 2: Key Transaction Participants 2.1 Issuer. Driftwood CLO 2023-I, Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (Registration No. EX-382916). The Issuer has been organized as a special purpose entity for the purpose of issuing the Notes and acquiring the collateral obligations that will comprise the collateral pool for the Transaction. 2.2 Co-Issuer. Driftw

Section 3: Rating Methodology and Analytical Process 3.1 Applicable Criteria Brindoval will apply its published CLO rating methodology and criteria (collectively, the "Methodology"), as updated from time to time, in assigning and surveilling the ratings on the Rated Notes. The Methodology incorporates quantitative cash-flow modeling, stress testing, qualitative assessment of the Collateral Manager's capabilities, and

Section 4: Rating Fees 4.1 Initial Rating Fee In consideration of Brindoval's assignment of initial credit ratings on the Rated Notes, the Issuer shall pay to Brindoval a one-time initial rating fee (the "Initial Rating Fee") upon the assignment of final ratings. The Initial Rating Fee shall be calculated as 4.0 basis points (0.04%) on the aggregate principal amount of the Rated Notes ($364,000,000), resulting in an

Section 5: Information Undertakings 5.1 Issuer's Obligations The Issuer (and/or the Collateral Manager, Driftwood Credit Management LLC, on the Issuer's behalf) agrees to provide Brindoval with the following information and documents in a timely manner to enable Brindoval to perform its rating and surveillance obligations hereunder: (a) Transaction Documents. Complete copies of the Indenture dated August 22, 2023, an

Section 6: Confidentiality 6.1 Confidential Information Defined For purposes of this Engagement Letter, "Confidential Information" means all non-public information provided to Brindoval by or on behalf of the Issuer, the Co-Issuer, the Collateral Manager, or their respective counsel, advisors, or agents in connection with this engagement, including, without limitation, (i) portfolio-level data, loan-level data, and o

Section 7: Representations and Warranties 7.1 Issuer's Representations The Issuer hereby represents and warrants to Brindoval, as of the date of execution of this Engagement Letter and as of each date on which information is provided to Brindoval hereunder, as follows: (a) Organization and Existence. The Issuer is duly organized, validly existing, and in good standing (to the extent applicable) under the laws of the

Section 8: Limitation of Liability and Disclaimers 8.1 No Guarantee The Issuer acknowledges and agrees that Brindoval's credit ratings are opinions regarding the creditworthiness of the Rated Notes and do not constitute guarantees of credit quality, default probability, or the future performance of the Rated Notes. Brindoval's ratings reflect Brindoval's analytical assessment at the time the ratings are assigned or m

Section 9: Term and Termination 9.1 Effective Date This Engagement Letter shall become effective upon execution by both parties hereto (the "Effective Date"). In the event that this Engagement Letter is executed in counterparts, the Effective Date shall be the date on which the last counterpart is executed. 9.2 Term. This Engagement Letter shall remain in full force and effect until the earliest of the following: (a)

Section 10: Conflicts of Interest 10.1 Brindoval's Policies Brindoval maintains comprehensive internal policies and procedures designed to identify, manage, mitigate, and disclose conflicts of interest in connection with its credit rating activities. These policies and procedures are designed to comply with the requirements of SEC regulations governing NRSROs, including, without limitation, Rule 17g-5 and other appli

Section 11: Indemnification 11.1 Issuer's Indemnification The Issuer agrees to indemnify, defend, and hold harmless Brindoval and its directors, officers, employees, agents, and affiliates (collectively, the "Brindoval Indemnified Parties") from and against any and all losses, claims, damages, liabilities, costs, and expenses (including, without limitation, reasonable attorneys' fees and expenses, court costs, and co

Section 12: Notices All notices, requests, demands, consents, and other communications required or permitted under this Engagement Letter shall be addressed as follows: 12.1 To Brindoval Brindoval Analytical Services Inc. 55 Water Street, 40th Floor New York, NY 10041 Attention: Anita Delgado, Senior Director, Structured Finance Ratings Email: adelgado@crestviewratings.com With a copy to: Brindoval Analytical Service

Section 13: General Provisions 13.1 Governing Law This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. 13.2 Jurisdiction. Each of the parties hereto hereby irrevocably submits to the exclusive jurisdiction of (a) the courts of