Contract analysis

1. Introduction and Background Ladies and Gentlemen: Ridgeline Credit Ratings LLC ("Ridgeline" or "RCR") was engaged by the Issuer, Driftwood CLO 2023-I, Ltd., to assign credit ratings to certain classes of secured notes (the "Rated Notes") to be issued under the Indenture dated as of August 22, 2023, as more fully described herein. Such engagement was made pursuant to the Rating Agency Engagement Letter, dated as of

2. Final Ratings Assigned Ridgeline has completed its analysis of the Transaction and the transaction documents and hereby confirms the assignment of the following Final Ratings to the notes described below, effective as of September 8, 2023 (the "Pricing Date"): The total aggregate principal amount of the Rated Notes is $364,000,000. In addition to the Rated Notes, the Issuers will issue $36,000,000 in aggregate pri

3. Spread Confirmation and Pricing Reference The Final Ratings set forth in Section 2 above are assigned on the basis of the final pricing spreads and other terms agreed upon as of the Pricing Date, September 8, 2023, as follows: For purposes of the foregoing, the following pricing conventions apply: Reference Rate: Compounded Secured Overnight Financing Rate ("SOFR"), as published by the Federal Reserve Bank of New

4. Key Structural Features Considered In assigning the Final Ratings, Ridgeline considered, among other factors, the following key structural features of the Transaction, as set forth in the Indenture and the related transaction documents: 4.1 Maturity and Structural Timeline Stated Maturity Date: October 15, 2036. Closing Date: September 12, 2023. Non-Call Period: The Non-Call Period ends on September 12, 2025, whic

5. Basis of Rating and Analytical Considerations The Final Ratings assigned herein reflect Ridgeline's assessment of the following factors, each of which was considered in Ridgeline's credit analysis: (a) Credit Quality and Diversification of the Collateral Pool. Ridgeline evaluated the credit quality and obligor diversification of the underlying Collateral Pool of broadly syndicated first-lien senior secured leverag

6. Conditions and Limitations The Final Ratings assigned herein are subject to the following conditions and limitations: (a) The Final Ratings are based upon information provided to Ridgeline through the Offering Memorandum dated as of August 18, 2023, the Indenture dated as of August 22, 2023, the First Supplemental Indenture dated as of September 8, 2023, the Note Purchase Agreement dated as of September 8, 2023, t

7. Conditions to Closing Compliance This letter is delivered in satisfaction of the closing condition set forth in Section 2.3(b)(iv) of the Indenture dated as of August 22, 2023 (as supplemented by the First Supplemental Indenture dated as of September 8, 2023), which requires that each Rating Agency (as defined in the Indenture) shall have delivered to the Trustee, on or prior to the Closing Date of September 12, 2

8. Ongoing Surveillance Ridgeline will provide ongoing surveillance of the Final Ratings assigned to the Rated Notes for so long as any class of Rated Notes remains outstanding. Ongoing surveillance will include, without limitation, periodic review of the credit quality and composition of the Collateral Pool, the results of the O/C tests and I/C tests, the performance of the priority of payments waterfall, and the ov

9. Confidentiality and Use This letter is confidential and proprietary to Ridgeline and is provided solely for the use of the addressees named herein and their respective legal counsel, in each case solely in connection with the Driftwood CLO 2023-I Transaction and the issuance, offering, and sale of the Rated Notes and the Subordinated Notes as described herein. This letter may be included in, or referenced by, the

10. Limitation of Liability and Disclaimer THE FINAL RATINGS ASSIGNED HEREIN ARE EXPRESSIONS OF RIDGELINE'S CURRENT OPINION REGARDING THE CREDITWORTHINESS OF THE RATED NOTES AND ARE NOT STATEMENTS OF FACT. THE FINAL RATINGS DO NOT CONSTITUTE, AND SHALL NOT BE DEEMED TO CONSTITUTE, AN AUDIT, A GUARANTEE OF CREDIT QUALITY, OR A RECOMMENDATION TO PURCHASE, SELL, OR HOLD ANY SECURITY. RIDGELINE DOES NOT AUDIT OR INDEPEND