of any right or remedy hereunder or under the Indenture,
or otherwise, shall not prevent the concurrent assertion or employment of any
other appropriate right or remedy.
This instrument may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.
THE HOLDER OF THIS NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION OF
BANKRUPTCY, REORGANIZATION, ARRANGEMENT, MORATORIUM, LIQUIDATION OR OTHER
SIMILAR PROCEEDINGS UNDER FEDERAL OR STATE BANKRUPTCY LAWS AGAINST THE ISSUER,
THE CO-ISSUER OR ANY PERMITTED SUBSIDIARY IN ANY APPLICABLE OR RELEVANT
JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE
PREFERENCE PERIOD THEN IN EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED
UNDER THE INDENTURE.
AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
EXHIBIT. B-1-8
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.
Dated as of December 5, 2019
FS RIALTO 2019-FL1 ISSUER, LTD., as Issuer
By:
Name:
Title:
FS RIALTO 2019-FL1 CO-ISSUER, LLC, as Co-Issuer
By:
Name:
Title:
EXHIBIT. B-1-9
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
By:
Name:
Title:
EXHIBIT. B-1-10
ASSIGNMENT FORM
For value received
hereby sell, assign and transfer unto
Please insert social security or
other identifying number of assignee
Please print or type name
and address, including zip code,
of assignee:
the within Note and does hereby irrevocably constitute and appoint
_______________ Attorney to transfer the Note on the books of the Issuer with
full power of substitution in the premises.
Date:
Your Signature:
(Sign exactly as your name
appears on this Note)
EXHIBIT. B-1-11
SCHEDULE A
EXCHANGES IN GLOBAL NOTES
This Note shall be issued in the original principal balance of
U.S.$[47,418,000]9 [0]10 on the Closing Date. The following exchanges of a part
of this [Rule 144A] [Regulation S] Global Note have been made:
Date of Exchange
Amount of Decrease in Principal Amount of this Global Note
Amount of Increase in Principal Amount of this Global Note
Principal Amount of this Global Note following such decrease (or increase)
Signature of authorized officer of Note Administrator or securities Custodian
9
Rule 144A Global Note.
10
Regulation S Global Note.
EXHIBIT. B-1-12
EXHIBIT B-2
FORM OF CLASS A-S SECOND PRIORITY SECURED FLOATING RATE NOTE DUE 2036 DEFINITIVE
NOTE
THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND
NEITHER THE ISSUER NOR THE CO-ISSUER HAS BEEN REGISTERED UNDER THE UNITED STATES
INVESTMENT COMPANY ACT OF 1940,