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,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION. EACH PURCHASER OF A
DEFINITIVE NOTE WILL BE REQUIRED TO MAKE THE REPRESENTATIONS AND AGREEMENTS SET
FORTH IN SECTION 2.5 OF THE INDENTURE. ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT
OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE
TRUSTEE, THE NOTE ADMINISTRATOR, OR ANY INTERMEDIARY. IF AT ANY TIME, THE ISSUER
AND THE CO-ISSUER, AS APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF
SUCH NOTE 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 THIS NOTE VOID AND REQUIRE THAT THIS NOTE BE TRANSFERRED TO A
PERSON DESIGNATED BY THE ISSUER AND THE CO-ISSUER, AS APPLICABLE.
[FOR CLASS B NOTES AND CLASS C NOTES]
THIS NOTE HAS BEEN ISSUED WITH "ORIGINAL
ISSUE DISCOUNT" (WITHIN THE MEANING OF SECTION 1272 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED).
UPON WRITTEN REQUEST TO THE ISSUER, THE ISSUER WILL
PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION:
(1) THE ISSUE PRICE AND DATE OF THE NOTE, (2) THE AMOUNT OF ORIGINAL ISSUE
DISCOUNT ON THE NOTE AND (3) THE YIELD TO MATURITY OF THE NOTE.
You, the Trustee, the Issuer, the Co-Issuer and the Note Administrator are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
[Name of Transferee]
By:
Name:
Title:
Dated:
cc: [___]
[___]
B-3-5
EXHIBIT C
FORM OF CUSTODIAN POST-CLOSING CERTIFICATION
[Date]
To the Persons Listed on the attached Schedule A
Re:
RFT 2015-FL1 Issuer, Ltd.
Ladies and Gentlemen:
In accordance with Section 3.3(f) of the Indenture, dated as of October 19, 2015
(the "Indenture"), by and among the RFT 2015-FL1 Issuer, Ltd., as Issuer, RFT
2015-FL1 Co-Issuer, LLC, as Co-Issuer, Realty Finance Operating Partnership,
L.P., as Advancing Agent, U.S. Bank National Association, as Trustee, and U.S.
Bank National Association, as Note Administrator, Paying Agent, Calculation
Agent, Transfer Agent, Authentication Agent, Custodian and Backup Advancing
Agent, the