IN
BANKRUPTCY AGAINST THE ISSUER OR THE CO-ISSUER IN ANY APPLICABLE OR RELEVANT
JURISDICTION UNTIL AT LEAST ONE YEAR AND ONE DAY (OR, IF LONGER, THE APPLICABLE
PREFERENCE PERIOD THEN IN EFFECT), AFTER THE PAYMENT IN FULL OF ALL NOTES ISSUED
UNDER THE INDENTURE.
AS PROVIDED IN THE INDENTURE, THE INDENTURE AND THE NOTES SHALL BE CONSTRUED IN
ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK APPLICABLE
TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF.
A-8-6
IN WITNESS WHEREOF, the Co-Issuers have caused this Note to be duly executed.
Dated as of December 23, 2013
RESOURCE CAPITAL CORP. CRE NOTES 2013, LTD., as Issuer
By:
Name:
Title:
RESOURCE CAPITAL CORP. CRE NOTES 2013, LLC, as Co-Issuer
By:
Name:
Title:
A-8-7
CERTIFICATE OF AUTHENTICATION
This is one of the Notes referred to in the within-mentioned Indenture.
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Note Administrator
By:
Authenticating Agent
A-8-8
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-8-9
EXHIBIT A-9
FORM OF CLASS D FIFTH PRIORITY SECURED FLOATING RATE NOTE DUE 2028
[REGULATION S] [RULE 144A] GLOBAL SECURITY
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)(1) TO A
"QUALIFIED INSTITUTIONAL BUYER" (A "QIB"), AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A") AND IS PURCHASING FOR ITS OWN ACCOUNT, IN A
PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND INTEGRAL MULTIPLES OF $500 IN
EXCESS THEREOF) FOR THE PURCHASER AND FOR EACH SUCH ACCOUNT, IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A, SO LONG AS THIS NOTE IS ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A, SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS
SPECIFIED IN THE INDENTURE; (2) AN ACCREDITED INVESTOR, WITHIN THE MEANING OF
CLAUSES (1), (2), (3), OR (7) OF RULE 501(a) OF REGULATION D UNDER THE
SECURITIES ACT IN DEFINITIVE FORM REGISTERED IN THE NAME OF THE LEGAL AND
BENEFICIAL OWNER THEREOF IN A PRINCIPAL AMOUNT OF NOT LESS THAN $250,000 (AND
INTEGRAL MULTIPLES OF $500 IN EXCESS THEREOF), OR (3) TO 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