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-3-7
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-3-8
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-3-9
SCHEDULE A
EXCHANGES IN GLOBAL NOTE
This Note shall be issued in the original principal balance of
U.S.$[42,841,000]6[0]7 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
6Rule 144A Global Note
7Regulation S Global Note
A-3-10
Exhibit A-4
FORM OF CLASS B SECOND PRIORITY SECURED FLOATING RATE NOTE DUE 2030
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 (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 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, IN EACH
CASE IN A PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF
$500 IN EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, SUBJECT TO
THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE; OR (II) TO AN
INSTITUTION THAT IS A NON-"U.S. PERSON" IN AN "OFFSHORE TRANSACTION," AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S"), IN ACCORDANCE WITH
RULE 903 OR RULE 904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF
NOT LESS THAN $100,000 (AND INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF),
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE,