Morningstar DBRS Assigns Provisional Credit Ratings to CLIF Holdings LLC

DBRS, Inc. (Morningstar DBRS) assigned provisional credit ratings to the following class of Fixed Rate Asset Backed Notes, Series 2025-1H (the Offered Notes) to be issued by CLIF Holdings LLC (the Issuer):

-- $145,000,000 Fixed Rate Asset Backed Notes, Series 2025-1H at (P) BBB (low) (sf)

CREDIT RATING RATIONALE/DESCRIPTION
The provisional credit ratings on the Offered Notes are based on Morningstar DBRS' review of the following considerations:

(1) The Offered Notes will be collateralized primarily by the residual cashflows from eight marine container ABS transactions (Underlying Entity Transactions), with CLI Funding VI LLC (CLIF VI), CLI Funding VIII LLC (CLIF VIII), and CLI Funding IX LLC (CLIF IX) as the respective Issuers and/or Borrowers. The three Underlying Entity Transactions issued by CLIF VI (2020-1, 2020-2, and 2020-3) are backed by a single collateral pool. Similarly, the three Underlying Entity Transactions issued by CLIF VIII (2021-1, 2022-1, and 2025-R) are backed by a single collateral pool. In contrast, each of the Underlying Entity Transactions issued by CLIF IX (2024-1 and 2025-1) are backed by discrete collateral pools. However, the Underlying Entity Transactions issued by each of the three trusts can share funds to cover deficiencies at the bottom of the respective priority of payments for each series within their respective trusts.

(2) The cash flow scenarios run by Morningstar DBRS for the Offered Notes incorporate the (a) asset cash flows for each Underlying Entity Transaction after application of the utilization, per diem rate, residual realization, and operating expense stresses commensurate with a BBB (low) (sf) rating for the Offered Notes; (b) the priority of payments and salient structural provisions for each Underlying Entity Transaction, including the effect from (in the case of each series, as applicable) (i) items in the priority of payments for the Underlying Entity Transaction which are subordinated to interest and principal payments on the Offered Notes, subject to the Subordination Agreement, (ii) Early Amortization Events and/or Cash Sweep Events, (iii) Advance Rates; (c) interest, fees, scheduled and supplemental principal payments, and other expenses due in connection with each series of the Underlying Entity Notes; and (d) the priority of payments and other salient structural features outlined in the Indenture for the Offered Notes.
-- The cash flow scenarios assume the start of the first recessionary environment at the onset of the Transaction.

(3) The transaction's capital structure and the form and sufficiency of available credit enhancement.
-- Overcollateralization (OC), the Restricted Cash Account, which covers six months of interest on the Offered Notes, and the Liquidity Account of $1,000,000, create credit enhancement levels and liquidity that are commensurate with the rating.
-- Early Amortization Events triggered by an Asset Base Deficiency, an Interest Coverage Ratio less than 2.0 to 1.0, and failure to repay principal and interest on the Offered Notes in full by the Anticipated Repayment date of September 2030.
-- The cash flow scenarios run by Morningstar DBRS confirmed the sufficiency of credit enhancement and other structural provisions to facilitate ultimate payment of interest (other than Additional Interest) and ultimate repayment of principal of the Offered Notes by the Legal Final Maturity Date from the cash flows generated in the Underlying Entity Transactions and from related assets in a stressed environment commensurate with a BBB (low) (sf) credit rating for the Offered Notes.

(4) Notable characteristics of the collateral in the Underlying Entity Transactions include the following:
-- Given SeaCube's specialization as a lessor of refrigerated containers, the underlying collateral is heavily weighted towards "reefers", totaling 63.91% of the collateral by Aggregate Asset Value (AAV), with the remainder of the collateral being dry freight containers (32.70% of AAV) and generator sets ("gensets") (3.39% of AAV).
-- 94.44% of the collateral by AAV is subject to either long-term leases or finance leases, thus locking in per diem rates on and ensuring utilization of the collateral for longer periods of time.
-- As is typical for the industry, the obligor mix is relatively concentrated, with the five largest lessees accounting for approximately 55.62% of the collateral pool (by AAV). The lessees primarily represent some of the leading container shipping liners. Container shipping liners' recent financial performance has been relatively strong, with record high profits achieved as recently as in 2021, and another year of steady financial performance expected for 2025. While such outstanding performance may not be sustainable in the long term, it bodes well for the near- to medium-term credit performance outlook for container lessors.

(5) If no Early Amortization Event or Event of Default is continuing, the Issuer will, to the extent the Available Distribution Amount is sufficient, make a payment on the principal balance of the Notes in an amount equal to the Series 2025-1H Cash Sweep Amount (equal to 25% of all available funds), for such Payment Date. However, structural features of the Transaction trigger an accelerated principal amortization of the Offered Notes if credit enhancement deteriorates (Asset Base Deficiency), the Interest Coverage Ratio is less than 2.0 to 1.0 for four consecutive months, or the Offered Notes are not repaid by the Anticipated Repayment Date.

(6) SeaCube's capabilities with regards to managing the fleet of marine containers. SeaCube is an experienced manager of marine container lease collateral, having started operations in 1993.
--Morningstar DBRS has performed an operational review of SeaCube and considers the entity to be an acceptable manager of the marine container leasing fleet as well as servicer for the Transaction.

(7) The transaction assumptions consider Morningstar DBRS' baseline macroeconomic scenarios for rated sovereign economies, available in its commentary Baseline Macroeconomic Scenarios for Rated Sovereigns September 2025 Update, published on September 30, 2025. These baseline macroeconomic scenarios replace Morningstar DBRS' moderate and adverse COVID-19 pandemic scenarios, which were first published in April 2020.

(8) The legal structure and legal opinions that are expected to address true sale, enforceability, nonconsolidation, and security interest perfection issues, and the consistency with the DBRS Morningstar Legal Criteria for U.S. Structured Finance.

Morningstar DBRS' credit rating on the Offered Notes addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are Note Interest Payment, Aggregate Note Principal Balance, and interest on Deferred Interest.

Morningstar DBRS' credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations. The associated contractual payment obligations that are not financial obligations are the related Indemnities by the initial Manager to the noteholders and Additional Interest.

Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued.

ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS
There were no Environmental/Social/Governance factor(s) that had a significant or relevant effect on the credit analysis.

A description of how Morningstar DBRS considers ESG factors within the Morningstar DBRS analytical framework can be found in the Morningstar DBRS Criteria: Approach to Environmental, Social, and Governance Factors in Credit Ratings (May 16, 2025) https://dbrs.morningstar.com/research/454196.

Notes:
All figures are in U.S. dollars unless otherwise noted.

The principal methodology applicable to the credit rating is Rating Marine Container Securitizations (August 6, 2024) https://dbrs.morningstar.com/research/437539.

Other methodologies referenced in this transaction are listed at the end of this press release.

The credit rating was initiated at the request of the rated entity.

The rated entity or its related entities did participate in the credit rating process for this credit rating action.

Morningstar DBRS had access to the accounts, management and other relevant internal documents of the rated entity or its related entities in connection with this credit rating action.

This is a solicited credit rating.

For more information on Morningstar DBRS' policy regarding the solicitation status of credit ratings, please refer to the Credit Ratings Global Policy, which can be found in the Morningstar DBRS Understanding Ratings section of the website: https://dbrs.morningstar.com/understanding-ratings

A provisional credit rating is not a final credit rating with respect to the above-mentioned security and may change or be different than the final credit rating assigned or may be discontinued. The assignment of a final credit rating on the above-mentioned security is subject to receipt by Morningstar DBRS of all data and/or information and final documentation that Morningstar DBRS deems necessary to finalize the credit rating.

Please see the related appendix for additional information regarding the sensitivity of assumptions used in the credit rating process.

DBRS, Inc.
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New York, NY 10005 USA
Tel. +1 212 806-3277

The credit rating methodologies used in the analysis of this transaction can be found at: https://dbrs.morningstar.com/about/methodologies.

-- Rating U.S. Structured Finance Transactions (December 2, 2025),
https://dbrs.morningstar.com/research/468819
-- Operational Risk Assessment for U.S. ABS Originators and Servicers (March 26, 2025),
https://dbrs.morningstar.com/research/450709
-- Legal Criteria for U.S. Structured Finance (November 25, 2025),
https://dbrs.morningstar.com/research/468115
-- Interest Rate and Currency Stresses for Global Structured Finance Transactions (September 3, 2025),
https://dbrs.morningstar.com/research/461958

A description of how Morningstar DBRS analyses structured finance transactions and how the methodologies are collectively applied can be found at: https://dbrs.morningstar.com/research/417279.

For more information on this credit or on this industry, visit dbrs.morningstar.com or contact us at [email protected].