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.
A-8-6
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.
Dated as of __________ ____, 20__
TRTX 2018-FL2 ISSUER, LTD.,
as Issuer
By:
Name:
Title: TRTX 2018-FL2 CO-ISSUER, LLC, as Co-Issuer By:
Name:
Title:
A-8-7
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator
By:
Authenticating Agent
A-8-8
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)
A-8-9
SCHEDULE A
EXCHANGES IN GLOBAL SECURITY
This Note shall be issued in the original principal balance of
U.S.$[
] on the Closing Date. The following exchanges of a part of
this [Rule 144A][Regulation S] Global Security have been made:
Date of
Exchange
Amount of
Decrease in
Principal Amount
of this
Global Security
Amount of
Increase in
Principal Amount
of this
Global Security
Principal Amount
of
this Global
Security following
such
decrease (or
increase)
Signature of
authorized officer
of Note
Administrator or
securities
Custodian
A-8-10
EXHIBIT A-8
FORM OF CLASS C FOURTH PRIORITY SECURED FLOATING RATE NOTE DUE 2037
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, AS AMENDED (THE "1940 ACT"). THIS NOTE MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED, EXCEPT TO (A) (I) TO, OR FOR
THE ACCOUNT OR BENEFIT OF, A PERSON THAT IS BOTH (1)(X) A "QUALIFIED
INSTITUTIONAL BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), OR (Y) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE,
AN INSTITUTION THAT IS AN "ACCREDITED INVESTOR," WITHIN THE MEANING OF CLAUSES
(1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION D UNDER THE SECURITIES ACT,
OR AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE SUCH ACCREDITED INVESTORS,
AND (2) A "QUALIFIED PURCHASER," AS DEFINED IN SECTION 2(a)(51) OF THE 1940 ACT
AND THE RULES THEREUNDER (A "QUALIFIED PURCHASER"), IN A