have caused this Note to be duly executed.
Dated as of December 5, 2019
FS RIALTO 2019-FL1 ISSUER, LTD., as Issuer
By:
Name:
Title:
FS RIALTO 2019-FL1 CO-ISSUER, LLC, as Co-Issuer
By:
Name:
Title:
EXHIBIT. A-1-9
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Authenticating Agent
By:
Name:
Title:
EXHIBIT. A-1-10
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)
EXHIBIT. A-1-11
SCHEDULE A
EXCHANGES IN GLOBAL NOTES
This Note shall be issued in the original principal balance of
U.S.$[224,837,000]4 [0]5 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
4
Rule 144A Global Note.
5
Regulation S Global Note.
EXHIBIT. A-1-12
EXHIBIT A-2
FORM OF CLASS A SENIOR SECURED FLOATING RATE NOTE DUE 2036
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) EITHER (a) A "QUALIFIED
INSTITUTIONAL BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
("RULE 144A"), OR (b) 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,
AND (2) A QUALIFIED PURCHASER, 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