Contract analysis

1. Introduction and Engagement Driftwood CLO 2023-I, Ltd. (the "Issuer"), a Cayman Islands exempted company with limited liability (Registration No. EX-382916), hereby engages Ridgeline Credit Ratings LLC ("Ridgeline" or "RCR"), a Delaware limited liability company and nationally recognized statistical rating organization ("NRSRO") registered with the U.S. Securities and Exchange Commission (the "SEC"), to assign and

2. Notes to Be Rated Ridgeline is engaged to assign initial credit ratings and conduct ongoing surveillance on the following classes of secured notes to be issued by the Issuer and the Co-Issuer (collectively, the "Rated Notes"): The aggregate principal amount of the Rated Notes is Three Hundred Sixty-Four Million Dollars ($364,000,000). The Issuer will also issue $36,000,000 of Subordinated Notes (the "Subordinated

3. Transaction Structure Summary The Issuer (organized in the Cayman Islands) and the Co-Issuer (organized in Delaware) will jointly issue the Rated Notes and the Subordinated Notes under an Indenture expected to be dated August 22, 2023 (the "Indenture"), between the Issuer, the Co-Issuer, and Ironclad Trust Company, N.A. ("Ironclad Trust"), a national banking association with its corporate trust office located at 1

4. Capital Structure and Subordination The complete capital structure of the Transaction, including both the Rated Notes and the unrated Subordinated Notes, is set forth below. Subordination levels reflect the percentage of the total capital structure that is junior to each class, expressed as a percentage of the aggregate deal par amount of $400,000,000. The weighted average spread on the Rated Notes (excluding the

5. Collateral Quality Tests and Eligibility Criteria The Indenture will contain a series of eligibility criteria and collateral quality tests that the collateral pool must satisfy on the Effective Date and that must be maintained (or, in some cases, tested on each reinvestment date) during the Reinvestment Period. The following is a summary of the key collateral quality tests and eligibility criteria that are relevan

6. Coverage Tests The Indenture will set forth overcollateralization tests and interest coverage tests applicable to the Rated Notes. The following coverage tests will be tested on each Payment Date, commencing on the First Payment Date: 6.1 Overcollateralization (O/C) Tests Each O/C Test measures the ratio of the aggregate adjusted collateral principal amount (as defined in the Indenture) to the aggregate outstandin

7. Scope of Services 7.1 Initial Rating Assignment Ridgeline will perform a comprehensive credit analysis of the Transaction, including, without limitation, an analysis of the proposed transaction structure, the capital structure and subordination levels, the collateral pool composition and credit quality, the eligibility criteria and collateral quality tests, the coverage tests and their trigger mechanisms, the prio

8. Information Undertakings 8.1 Issuer's Obligations The Issuer undertakes to provide Ridgeline, on a timely basis, with access to all material Transaction documents and information necessary for Ridgeline to perform its initial rating analysis and ongoing surveillance obligations. The Issuer's information obligations include, without limitation, the provision of the following: (a) The Indenture (including any supple

9. Rating Fees 9.1 Initial Rating Fee In consideration of Ridgeline's services in connection with the initial rating assignment, including the analysis of the Transaction structure, the assignment of preliminary and final ratings to the five classes of Rated Notes, and the preparation and publication of the pre-sale report and new issue report, the Issuer shall pay Ridgeline an initial rating fee (the "Initial Rating

10. Confidentiality Ridgeline acknowledges that certain information provided by the Issuer, the Collateral Manager, the Issuer's counsel, and their respective representatives in connection with this engagement may constitute material nonpublic information ("MNPI") within the meaning of applicable securities laws and regulations. Ridgeline agrees to maintain the confidentiality of such MNPI in accordance with Ridgelin

11. Representations and Acknowledgments 11.1 Issuer Representations The Issuer represents and warrants to Ridgeline, as of the date hereof and as of the Closing Date, that: (a) All information and data provided or to be provided to Ridgeline in connection with the rating process, whether provided by the Issuer, the Collateral Manager, the Issuer's counsel, or any other party acting on behalf of the Issuer, is, to the

12. Limitation of Liability Ridgeline's credit ratings are opinions regarding relative credit risk and are not guarantees of credit quality, financial performance, or the future value of any security. Ridgeline's ratings address only the likelihood that a financial obligation will be repaid in accordance with its terms and do not address any other risk, including, without limitation, market risk, liquidity risk, or p

13. Indemnification The Issuer agrees to indemnify, defend, and hold harmless Ridgeline and its members, managers, directors, officers, employees, agents, and representatives (each, a "Ridgeline Indemnified Party") from and against any and all claims, actions, suits, proceedings, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including, without limitation, reasonable atto

14. Use of Ratings The Issuer may reference Ridgeline's ratings in the following Transaction documents and materials, subject to compliance with Ridgeline's published guidelines for the use of its ratings (as in effect from time to time): (a) The Preliminary Offering Memorandum, dated on or about August 4, 2023; (b) The Final Offering Memorandum, dated on or about August 18, 2023; (c) The Indenture and any supplement

15. Withdrawal and Suspension of Ratings Ridgeline reserves the right to withdraw, suspend, modify, upgrade, or downgrade any rating at any time in accordance with its rating policies and procedures and applicable SEC regulations governing NRSROs. Ridgeline's ratings are subject to continuous review and may be revised or withdrawn based on, among other things, changes in collateral pool performance, Transaction struc

16. Term and Termination This Engagement Letter shall remain in full force and effect from the date hereof through the earliest of the following dates: (a) October 15, 2036, the Stated Maturity of the notes; (b) The date on which all Rated Notes are redeemed, repaid, or otherwise retired in full; (c) The date on which Ridgeline withdraws all ratings on the Rated Notes; or (d) The date on which the parties agree in a

17. Notices All notices, requests, demands, consents, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier, (c) transmitted by email (with written confirmation of receipt), or (d) sent by registered or certified mail, return receipt requested, postage prepaid, to

18. Governing Law and Dispute Resolution This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles that would require the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising under, out of, or in connection with this Engagement Letter, including any question regarding its ex

19. Miscellaneous Entire Agreement. This Engagement Letter, together with its Exhibits and any fee schedule or addendum delivered in connection herewith, constitutes the entire agreement between the Issuer and Ridgeline with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, understandings, and agreements, whether written or oral, relating to

20. Execution If the foregoing terms and conditions are acceptable to Ridgeline, please indicate your agreement by signing and returning a copy of this Engagement Letter. We also request that Driftwood Credit Management LLC, as the Collateral Manager, acknowledge the terms of this Engagement Letter by executing the acknowledgment block below. We look forward to working with Ridgeline in connection with the Driftwood