right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or thereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment 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.
A-2-4
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 IN
BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER 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.
A-2-5
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.
Dated as of October 19, 2015
RFT 2015-FL1 ISSUER, LTD.,
as Issuer
By:
Name:
Title:
RFT 2015-FL1 CO-ISSUER, LLC,
as Co-Issuer
By:
Name:
Title:
A-2-6
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
U.S. BANK NATIONAL ASSOCIATION,
as Note Administrator
By:
Authenticating Agent
A-2-7
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-2-8
EXHIBIT A-3
FORM OF CLASS B SECOND PRIORITY SECURED FLOATING RATE NOTE DUE 2030
[REGULATION S] [RULE 144A] GLOBAL 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 (1) A "QUALIFIED INSTITUTIONAL
BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), OR (2) SOLELY IN THE CASE OF A NOTE ISSUED AS A DEFINITIVE NOTE, AN
INSTITUTION THAT IS AN "ACCREDITED INVESTOR", WITHIN THE MEANING OF