but one and the same instrument.
THE HOLDER OF THIS NOTE AGREES NOT TO CAUSE THE FILING OF A PETITION IN
BANKRUPTCY 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.
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.
Dated as of August 20, 2018
HUNT CRE 2018-FL2, LTD., as Issuer
By:
Name: Title:
HUNT CRE 2018-FL2, LLC, as Co-Issuer
By:
Name: Title:
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
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)
SCHEDULE A EXCHANGES IN GLOBAL NOTES
This Note shall be issued in the original principal balance of
U.S.$[17,100,000]10[0]11 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
10 Rule 144A Global Note
11 Regulation S Global Note.
EXHIBIT D-2
FORM OF CLASS C FOURTH PRIORITY SECURED FLOATING RATE NOTE DUE 2028 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: (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 AFTER THE NINETIETH (90TH) DAY FOLLOWING THE
CLOSING DATE AND SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, AN
INSTITUTION THAT