THE CO-ISSUER, AS
APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH BENEFICIAL
INTEREST IN SUCH GLOBAL SECURITY WAS IN BREACH, AT THE TIME GIVEN, OF ANY OF THE
REPRESENTATIONS SET FORTH IN THE INDENTURE, THE TRUSTEE MAY CONSIDER THE
ACQUISITION OF SUCH INTEREST IN SUCH GLOBAL SECURITY VOID AND REQUIRE THAT SUCH
INTEREST HEREIN BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND THE
CO-ISSUER, AS APPLICABLE.
ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN
INTEREST HEREIN, UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY ("DTC"), NEW YORK, NEW YORK, TO THE CO-ISSUERS
OR THEIR AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR OF SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS MADE
TO CEDE & CO.).
THIS NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY.
THIS NOTE
MAY NOT BE EXCHANGED OR TRANSFERRED IN WHOLE OR IN PART FOR A NOTE REGISTERED IN
THE NAME OF ANY PERSON OTHER THAN THAT DEPOSITARY OR ITS NOMINEE EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE
OUTSTANDING PRINCIPAL OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
B-1-1
ON THE FACE HEREOF.
ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT
PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE.
[AN INTEREST IN THIS NOTE MAY NOT BE HELD BY A PERSON THAT IS A U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AT ANY TIME.
IN ADDITION, AN
INTEREST IN THIS NOTE MAY BE HELD ONLY THROUGH EUROCLEAR OR CLEARSTREAM,
LUXEMBOURG AT ANY TIME.](1)
(1)
Regulation S Global Securities.
B-1-2
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LTD.
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LLC
CLASS B SECURED FLOATING RATE NOTE DUE 2024
No. [Reg. S][144A] -
Up to
CUSIP No.
G0509H AB7(2) 03878H AC9(3)
U.S.$24,250,000
ISIN: USG0509HAB71(4) US03878HAC97(5)
Each of ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LTD., a Cayman
Islands exempted company with limited liability (the "Issuer") and ARBOR REALTY
COLLATERALIZED LOAN OBLIGATION 2014-1, LLC, a Delaware limited liability company
(the "Co-Issuer") for value received, hereby promises to pay to CEDE & CO. 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
up to TWENTY FOUR MILLION TWO HUNDRED FIFTY THOUSAND United States Dollars
(U.S.$24,250,000), or such other principal sum as is equal to the aggregate
principal amount of the Class B Notes identified from time to time on the
records of the Trustee and Schedule A hereto as being represented