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Notice to Holders of Notes Issued by York CLO-3 Ltd. And, As Applicable, York CLO-3 LLC and Notice to the Parties Listed on Sc

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Notice to Holders of Notes Issued by York CLO-3 Ltd. And, As Applicable, York CLO-3 LLC and Notice to the Parties Listed on Sc Global Corporate Trust 214 N. Tryon Street, 26th Floor Charlotte, North Carolina 28202 Notice to Holders of Notes issued by York CLO-3 Ltd. and, as applicable, York CLO-3 LLC Rule 144A Accredited Investor Class Regulation S of Notes1 CUSIP ISIN CUSIP ISIN CUSIP ISIN Class A-R Notes 98625UAU6 US98625UAU60 G98474AK8 USG98474AK82 98625UAV4 Class B-R Notes 98625UAW2 US98625UAW27 G98474AL6 USG98474AL65 98625UAX0 Class C-R Notes 98625UAY8 US98625UAY82 G98474AM4 USG98474AM49 98625UAZ5 Class D-R Notes 98625UBA9 US98625UBA97 G98474AN2 USG98474AN22 98625UBB7 Class E-R Notes 98625VAG5 US98625VAG59 G98472AD8 USG98472AD83 98625UAH3 Class F Notes 98625VAJ9 US98625VAJ98 G98472AE6 USG98472AE66 98625UAK7 Subordinated Notes 98625VAC4 US98625VAC46 G98472AB2 USG98472AB28 98625V AD2 US98625VAD29 and notice to the parties listed on Schedule A attached hereto. Notice of Assignment of Collateral Management Agreement and Request for Consent PLEASE FORWARD THIS NOTICE TO BENEFICIAL HOLDERS Reference is made to that certain (i) Indenture, dated as of June 15, 2016 (as amended by Supplemental Indenture No. 1, dated as of July 6, 2017, Supplemental Indenture No. 2, dated as of August 23, 2017, and Supplemental Indenture No. 3, dated as of April 15, 2021, and as may be further amended, modified or supplemented from time to time, the “Indenture”), among York CLO-3 Ltd., as issuer (the “Issuer”), York CLO-3 LLC, as co-issuer (together with the Issuer, the “Co-Issuers”), and U.S. Bank National Association, as trustee (in such capacity, the “Trustee”), and (ii) Collateral Management Agreement, dated as of June 15, 2016 (as amended by the Amendment to Collateral Management Agreement, dated as of August 23, 2017, the “Collateral Management Agreement”) by and between the Issuer and York CLO Managed Holdings, LLC, as collateral manager (the “Collateral Manager”). Capitalized terms not defined herein shall 1 The CUSIP/ISIN numbers appearing herein are included solely for the convenience of the Holders. The Collateral Collateral Trustee is not responsible for the selection or use of CUSIP/ISIN numbers, or for the accuracy or correctness of CUSIP/ISIN numbers printed on any Notes or as indicated in this notice. LEGAL02/40211378v2 Association, as trustee (in such capacity, the “Trustee”), and (ii) Collateral Management Agreement, dated as of June 15, 2016 (as amended by the Amendment to Collateral Management Agreement, dated as of August 23, 2017, the “Collateral Management Agreement”) by and between the Issuer and York CLO Managed Holdings, LLC, as collateral manager (the “Collateral Manager”). Capitalized terms not defined herein shall have the meanings given to them in the Collateral Management Agreement or the Indenture, as applicable. In accordance with Section 11(a) of the Collateral Management Agreement, the Collateral Manager has proposed an assignment (the “CMA Assignment”) of its rights and responsibilities under the Collateral Management Agreement to Generate Advisors LLC (the “New Collateral Manager”) as detailed in the “Request For Consent to Assignment of Collateral Management Agreement” from the Collateral Manager attached hereto as Exhibit A (the “Request for Consent”). Section 11(a) of the Collateral Management Agreement requires, among other things, the consent of a Majority of the Controlling Class to the proposed CMA Assignment. For purposes of the proposed CMA Assignment, the Collateral Manager is requesting the written consent of a Majority of the Controlling Class. The Controlling Class is currently the Class A Notes. Only a registered Holder (or such registered Holder’s authorized legal representative) or a beneficial owner of such a Class of Notes at the close of business on May 10, 2021 (the “Record Date”) may provide its consent. All consents provided by a Holder of the Controlling Class shall be irrevocable. Accordingly, each Holder of the Controlling Class Notes is hereby requested to: 1. review this Notice and the Request for Consent; and 2. complete the form of consent (the “Consent”) attached hereto as Exhibit B and return the same to the Trustee at the address below (by overnight delivery or by e-mail) on or before 5:00 p.m. (New York time) on June 9, 2021 (the “Consent Deadline”). Address of Trustee U.S Bank National Association, as Trustee 214 N. Tryon Street, 26th Floor Charlotte, North Carolina 28202 Attention: Global Corporate Trust — York CLO-3 Ltd. Email: [email protected] The Collateral Manager may determine to assign the Collateral Management Agreement to the New Collateral Manager at any time (including prior to the Consent Deadline) following receipt of such Consents by a Majority of the Controlling Class. Please note that the Collateral Manager (or the Trustee on its behalf) reserves the right to modify this Notice and/or the Record Date and Consent Deadline specified herein. In addition, please note that the proposed CMA Assignment is subject to the satisfaction of certain conditions as described in the Request for Consent. The Trustee does not express any view on the merits of, and does not make any recommendation (either for or against) 2 with respect to, the proposed CMA Assignment and gives no investment, tax or legal advice. Each Holder should seek advice from its own counsel and advisors based on the Holder’s particular circumstances. Recipients of this notice are cautioned that this notice is not evidence that the Trustee will recognize the recipient as a Holder. In addressing inquiries that may be directed to it, the Trustee may conclude that a specific response to a particular inquiry from an individual Holder is not consistent with equal and full dissemination of information to all Holders. Holders should not rely on the Trustee as their sole source of information. The Trustee does not express any view on the merits of the assignment of the Collateral Management Agreement and gives no investment, tax or legal advice in respect thereof. Each Holder of Notes should seek advice from its own counsel and advisors based on their particular circumstances. The Trustee expressly reserves all rights under the Indenture, including, without limitation, its right to payment in full of all fees and costs (including, without limitation, fees and costs incurred or to be incurred by the Trustee in performing its duties, indemnities owing or to become owing to the Trustee, compensation for Trustee time spent and reimbursement for fees and costs of counsel and other agents it employs in performing its duties or to pursue remedies) prior to any distribution to Holders or other parties, as provided in and subject to the applicable terms of the Indenture, and its right, prior to exercising any rights or powers vested in it by the Indenture at the request or direction of any of the Holders, to receive security or indemnity satisfactory to it against all costs, expenses and liabilities which might be incurred in compliance therewith, and all rights that may be available to it under applicable law or otherwise. This notice is being sent to Holders by U.S. Bank National Association in its capacity as Trustee at the request of the Collateral Manager. Holders with questions regarding this notice should direct their inquiries, in writing, to Christopher Hagen, U.S. Bank National Association, Global Corporate Trust, 214 North Tryon Street, 26th Floor, Charlotte, North Carolina 28202, or via email at [email protected]. U.S. BANK NATIONAL ASSOCIATION, May 10, 2021 as Trustee 3 SCHEDULE A York CLO-3 Ltd. c/o Ocorian Trust (Cayman) Limited Windward 3, Regatta Office Park, PO Box 1350 Grand Cayman, KY1-1108 Cayman Islands Attention: The Directors Facsimile: (345) 947 3273 Email: [email protected] York CLO-3 LLC c/o Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 Attention: Donald J. Puglisi facsimile No. (302) 738-7210 email: [email protected] York CLO Managed Holdings, LLC 767 Fifth Avenue New York, NY 10153 Attention: General Counsel email: [email protected] Euronext Dublin 28 Anglesea Street Dublin 2, Ireland ISE Portal: https://direct.euronext.com McCann FitzGerald Listing Services Limited Riverside One Sir John Rogerson's Quay Dublin 2, Ireland [email protected] [email protected] [email protected] [email protected] 4 EXHIBIT A [Request for Consent from Collateral Manager] REQUEST FOR CONSENT TO ASSIGNMENT OF COLLATERAL MANAGEMENT AGREEMENT May 10, 2021 TO: York CLO-3 Ltd. ("York CLO-3"), the Holders of Class A Notes, and U.S. Bank, National Association, as Trustee FROM: Rizwan Akhter, Managing Director York CLO Managed Holdings, LLC ("York"), Collateral Manager to York CLO-3 RE: Assignment of Collateral Management Agreement dated as of June 15, 2016 (as amended by that certain Amendment to the Collateral Management Agreement, dated as of August 23, 2017, the "Collateral Management Agreement") for York CLO-3 York intends to assign the Collateral Management Agreement for York CLO-3 to Generate Advisors, LLC ("Generate"), a newly-formed collateral manager, as well as the collateral management agreements for the other collateralized loan obligation transactions ("CLOs") that York currently manages (the "Other York CLOs"). Each assignment is expected to take place on or promptly following the date on which the conditions for such assignment are satisfied. The contemplated transaction will constitute an assignment of the Collateral Management Agreement for purposes of the United States Investment Advisers Act of 1940, as amended.
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