(AND INTEGRAL MULTIPLES OF U.S.$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; 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 OR RULE 904 (AS APPLICABLE) OF REGULATION S IN A PRINCIPAL AMOUNT OF NOT
LESS THAN U.S.$250,000 (AND INTEGRAL MULTIPLES OF U.S.$500 IN EXCESS THEREOF),
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS SPECIFIED IN THE INDENTURE,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION.
EACH PURCHASER OF A
DEFINITIVE NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND AGREEMENTS
SET FORTH IN SECTION 2.5 OF THE INDENTURE.
ANY TRANSFER IN VIOLATION OF THE
FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID AB INITIO, AND WILL NOT
OPERATE TO TRANSFER ANY RIGHTS TO THE TRANSFEREE, NOTWITHSTANDING ANY
INSTRUCTIONS TO THE CONTRARY TO THE ISSUER, THE CO-ISSUER, AS APPLICABLE, THE
TRUSTEE OR ANY INTERMEDIARY.
IF AT ANY TIME, THE ISSUER AND THE CO-ISSUER, AS
APPLICABLE, DETERMINE OR ARE NOTIFIED THAT THE HOLDER OF SUCH NOTE WAS IN
BREACH, AT THE TIME GIVEN, OF ANY OF THE REPRESENTATIONS SET FORTH IN THE
INDENTURE, THE TRUSTEE MAY CONSIDER THE ACQUISITION OF THIS NOTE VOID AND
REQUIRE THAT THIS NOTE BE TRANSFERRED TO A PERSON DESIGNATED BY THE ISSUER AND
THE CO-ISSUER, AS APPLICABLE.
B-2-1
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LTD.
ARBOR REALTY COLLATERALIZED LOAN OBLIGATION 2014-1, LLC
CLASS B SECURED
FLOATING RATE NOTE DUE 2024
No. IAI -
CUSIP No.
03878H AD7
U.S.$[
]
ISIN: US03878HAD70
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
[
] 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 [
] United States Dollars
(U.S.$[
]) on the Payment Date occurring in May 2024 (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 B Interest Distribution Amount
allocable to this Note in accordance with the Indenture payable initially on
June 15, 2014, and thereafter monthly on the 15th day of each calendar month (or
if such day is not a Business Day, then on the next succeeding Business Day)
(each, a "Payment Date").
Interest on the Class B Notes shall accrue at the
Class B Note