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 $500 IN EXCESS THEREOF), SUBJECT TO THE SATISFACTION OF
CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER
APPLICABLE JURISDICTION. EACH PURCHASER OF A GLOBAL NOTE WILL BE DEEMED TO HAVE
MADE THE REPRESENTATIONS AND AGREEMENTS SET FORTH IN SECTION 2.5 OF THE
INDENTURE. ANY TRANSFER IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND
EFFECT, WILL BE VOID AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO
THE TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUER,
THE CO-ISSUER, AS APPLICABLE, THE NOTE ADMINISTRATOR , THE TRUSTEE OR ANY
INTERMEDIARY.
IF AT ANY TIME THE ISSUER AND THE CO-ISSUER, AS APPLICABLE,
DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL INTEREST IN SUCH
GLOBAL NOTE WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET
FORTH IN THE INDENTURE, THE TRUSTEE AND THE NOTE ADMINISTRATOR MAY CONSIDER THE
ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL NOTE VOID AND REQUIRE THAT SUCH
INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE
CO-ISSUER, AS APPLICABLE.
EXHIBIT. E-2-1
FS RIALTO 2019-FL1 ISSUER, LTD.
FS RIALTO 2019-FL1 CO-ISSUER, LLC
CLASS D FIFTH PRIORITY SECURED
FLOATING RATE NOTE DUE 2036
No. IAI - ____
CUSIP No. 30312UAK9
U.S.$[__]
ISIN:
US30312UAK97
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 [_______] 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
U.S.$[__] on the Payment Date occurring in December 2036 (the "Stated Maturity
Date"), to the extent not previously paid, in accordance with the Indenture
referred to below unless the unpaid principal of this Note becomes due and
payable at an earlier date by declaration of acceleration, call for redemption
or otherwise and (b) the Class D Interest Distribution Amount allocable to this
Note in accordance with the Indenture payable initially on January 17, 2020, and
thereafter monthly on the 5th Business Day following the 11th day of each month
or, if such day is not a Business Day, then on the preceding Business Day (each,
a "Payment Date").
Interest on the Class D Notes shall accrue at the Class D
Rate and shall be computed on the basis of the actual number of