WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET
FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE
ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH
INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE
CO-ISSUER, AS APPLICABLE.
EXHIBIT. C-1-1
ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN
INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY ("DTC"), NEW YORK, NEW YORK, TO THE CO-ISSUERS
OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.).
THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED
IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS NOTE MAY NOT BE
EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN THE NAME
OF ANY PERSON OTHER THAN THAT DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ON THE FACE HEREOF. ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE NOTE ADMINISTRATOR.
[AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME. IN ADDITION, AN
INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM,
LUXEMBOURG AT ANY TIME.]11
11For Regulation S Global Note.
EXHIBIT. C-1-2
FS RIALTO 2019-FL1 ISSUER, LTD.
FS RIALTO 2019-FL1 CO-ISSUER, LLC
CLASS B THIRD PRIORITY
SECURED FLOATING RATE NOTE DUE 2036
No. [Reg. S] [144A] - ____
Up to
CUSIP No. [G3687UAC4]12 [30312UAE3]13
U.S.$27,173,000
ISIN: [USG3687UAC48]2 [US30312UAE38]3
Each of FS RIALTO 2019-FL1 ISSUER, LTD., an exempted company incorporated with
limited liability under the laws of the Cayman Islands (the "Issuer") and FS
RIALTO 2019-FL1 CO-ISSUER, LLC, a Delaware limited liability company (the
"Co-Issuer") for value received, hereby promises to pay to CEDE & CO. or its
registered assigns (a) upon presentation and surrender of this Note (except as
otherwise permitted by the Indenture referred to below), the principal sum of up
to U.S.$27,173,000, or such other principal sum as is equal to the aggregate
principal amount of the Class B Notes identified from time to time on the
records of the Note Administrator and Schedule A hereto as being represented by
this [Rule 144A] [Regulation S] Global Note, on the Payment Date occurring in
December 2036 (the "Stated Maturity Date"), to the extent not